Debt Exchange Agreement Sample Contracts

RECITALS
Debt Exchange Agreement • July 3rd, 2007 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware
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DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • July 21st, 2021 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Nevada

THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 19, 2021, by and between Cosmos Holdings Inc., a Nevada corporation with offices located at 141 West Jackson Blvd, Suite 4236, Chicago, Illinois 60604 (the “Company”), and Grigorios Siokas, a resident of Greece and Chief Executive Officer of Cosmos Holdings Inc. (the “Investor”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • August 10th, 2021 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of August 4, 2021, is entered into by and among a senior institutional lender (the “Lender” and together with the Company and the Guarantor, the “Parties” and each, a “Party”) and Cosmos Holdings Inc., a Nevada corporation (the “Company”), and SkyPharm S.A, a Greek Société Anonym (the “Subsidiary”), Grigorios Siokas (the “Guarantor”) and

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • May 23rd, 2024 • Orgenesis Inc. • Pharmaceutical preparations • New York

DEBT EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Yehuda Nir (the “Purchaser”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • January 6th, 2012 • Transax International LTD • Services-prepackaged software • Florida

THIS DEBT EXCHANGE AGREEMENT (the “Agreement”) is made this 30 day of December 2011 among CFO Oncall, Inc., (the “Debt Holder”) and Transax International Limited, a Colorado corporation (the “Company”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • July 12th, 2024 • IIOT-OXYS, Inc. • Services-prepackaged software • Nevada

THIS DEBT EXCHANGE AGREEMENT (this “Debt Exchange Agreement”), dated as of February 5, 2024, is entered into by and between IIOT-OXYS, Inc., a Nevada corporation with its principal offices at 705 Cambridge St., Cambridge, MA 01241 (the “Company”), and the noteholder set forth on the signature page hereto (the “Noteholder”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • June 5th, 2023 • Eightco Holdings Inc. • Paperboard containers & boxes

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2023 by and between Forever 8 Fund, LLC (the “Borrower” or “Borrower”), a Delaware corporation and TXC Services, LLC (the “Lender”), a Delaware limited liability company.

AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • June 18th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois

THIS AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 15th day of June, 2010 by and between ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the “Company”), and Michael T. Flavin (the “Maker”).

EX-10.19 15 dex1019.htm DEBT EXCHANGE AGREEMENT DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • May 5th, 2020 • Delaware

DEBT EXCHANGE AGREEMENT, dated as of May 27, 2003 (this “Agreement”), by and among Thinkspark Corporation, a Delaware corporation (successor by merger to ThinkSpark Corporation, a Texas corporation) (the “Borrower”), Axtive Corporation, a Delaware corporation (the “Company”), and Merrill Lynch Business Financial Services Inc. (the “Purchaser”).

EX-10.2 6 ex10-2.htm DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • May 5th, 2020 • New York

DEBT EXCHANGE AGREEMENT (the “Agreement”) is made as of the 11th day of May, 2017 (the “Effective Date”), by and between Cyberspace Vita, Inc., a Nevada corporation (the “Company”), and Fountainhead Capital Management Limited (the “Fountainhead”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • November 18th, 2020 • Imageware Systems Inc • Services-prepackaged software • California

This DEBT EXCHANGE AGREEMENT (this “Agreement”) is made as of November 12, 2020 (the “Agreement Date”) between ImageWare Systems, Inc., a Delaware corporation (the “Company”), and Neal Goldman (the “Lender”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 26th, 2022 • Eco Innovation Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • California

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2022 by and among Eco Innovation Group, Inc., a Nevada corporation (“Company”) and Robert L. Hymers, III (“Holder”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 15th, 2004 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies • New York

DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of April 13, 2004, by and among Lithium Technology Corporation (“LTC”), GAIA Holding B.V. (“GAIA Holding”), GAIA Akkumulatorenwerke GmbH (“GAIA GmbH”), Arch Hill Ventures N.V. (“Arch Hill Ventures”) and Arch Hill Capital N.V. (“Arch Hill Capital”). LTC, GAIA Holding and GAIA GmbH are sometimes referred to together as the “Company.” Arch Hill Capital and Arch Hill Ventures are sometimes referred to together as the “Debtholders or individually as the “Debtholder.”

AGREEMENT OF DEBT EXCHANGE
Debt Exchange Agreement • May 24th, 2011 • University General Health System, Inc. • Services-nursing & personal care facilities • Texas

This AGREEMENT OF DEBT EXCHANGE (this "Agreement") is made effective as of February 28, 2011, by and between University General Hospital, LP, a Texas limited partnership ("UGH"), Kelly Riedel, an individual resident of Texas ("Creditor").

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • February 4th, 2005 • Innsuites Hospitality Trust • Real estate investment trusts • Ohio

This Debt Exchange Agreement (this “Agreement”), effective as of January 31, 2005, is entered into by and between InnSuites Hospitality Trust, an Ohio real estate investment trust (the “Company”), and RRF Limited Partnership, a Delaware limited partnership (the “Creditor”).

Contract
Debt Exchange Agreement • May 5th, 2020 • Delaware

EX-10.1 3 ex10-1.htm EX-10.1 Exhibit 10.1 DEBT EXCHANGE AGREEMENT BY AND AMONG ROYALE ENERGY HOLDINGS, INC. ROYALE ENERGY, INC. AND THE HOLDERS OF CERTAIN SUBORDINATED PROMISSORY NOTES ISSUED BETWEEN JUNE 6, 2016 AND AUGUST 22, 2016 BY MATRIX OIL MANAGEMENT CORPORATION AND CERTAIN AFFILIATES [ ] TABLE OF CONTENTS

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • September 13th, 2006 • Plastinum Corp • Plastics products, nec • Delaware

DEBT EXCHANGE AGREEMENT (this "Agreement"), dated as of December 7, 2005, by and between NEW GENERATION HOLDINGS, INC., a Delaware corporation (“NGH”), NEW GENERATION PLASTIC, INC., a Delaware corporation wholly owned by NGH ("NGP") and JACQUES MOT, the Chief Executive Officer of NGH ("JM").

Contract
Debt Exchange Agreement • May 5th, 2020 • New York

EX-10.1 6 l37888exv10w1.htm EX-10.1 Exhibit 10.1 EXECUTION COPY DEBT EXCHANGE AGREEMENT This DEBT EXCHANGE AGREEMENT (this “Agreement”), dated as of October 28, 2009, is entered into by and among Libbey Glass Inc., a Delaware corporation (the “Company”), Libbey Inc., a Delaware corporation (“Parent”) and Merrill Lynch PCG, Inc., a Delaware corporation (the “Investor” and together with the Company and Parent, the “Parties” and each, a “Party”). W I T N E S S E T H: WHEREAS, the Investor holds an aggregate principal amount of $160,862,039 of 16% Senior Subordinated Pay-In-Kind Notes due 2011 of the Company (the “Old PIK Notes”), which constitutes the total principal amount of the Old PIK Notes outstanding; WHEREAS, the Investor holds a warrant to purchase 485,309 shares of the common stock, par value $0.01 per share, of Parent (the “Common Stock”) (the foregoing warrant, the “2006 Warrant”); and WHEREAS, subject to the terms and conditions herein, (a) the Investor and the Company have ag

ELECTION TO CONVERT AND AMENDMENT TO DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • July 12th, 2006 • Plastinum Corp

ELECTION TO CONVERT AND AMENDMENT TO DEBT EXCHANGE AGREEMENT (this “Amendment”), dated as of July 10, 2006, by and among NEW GENERATION HOLDINGS, INC., a Delaware corporation (“NGH”), PLASTINUM CORP. (formerly named New Generation Plastic, Inc.), a Delaware corporation (“Plastinum”), and JACQUES MOT (“JM”).

AMENDMENT TO DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 26th, 2019 • Bioquest Corp. • Crude petroleum & natural gas

This Amendment (the “Amendment”) to Debt Exchange Agreement dated October 8, 2018 (the “Debt Exchange Agreement”) is made and entered into as of April 9, 2019, between Café Serendipity Holdings, Inc., a Nevada corporation (the “Issuer”) and Thomas C. Hemingway (the “Investor”). The Issuer and Investor are sometimes individually referred to as a “Party” and collectively as the “Parties.”

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • December 12th, 2003 • Asian Alliance Ventures Inc • Blank checks • Nevada

THIS DEBT EXCHANGE AGREEMENT (the "Agreement") is entered into as of December 23, 2002, by and among Asian Alliance Ventures, Inc., a Nevada corporation (the "Company") and the holders of certain of the Company's outstanding obligations as listed on Schedule A hereto (each individually a "Holder" and collectively, the "Holders").

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CHINA AUTO LOGISTICS INC. DEBT EXCHANGE AGREEMENT September 23, 2017
Debt Exchange Agreement • September 26th, 2017 • China Auto Logistics Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • New York

Bright Praise Enterprises Limited, a British Virgin Islands corporation, located at No. 87 No. 8 Coastal Way, Floor 2, Construction Bank, Free Trade Zone, Tianjin Province, The People’s Republic of China (the “Holder”) enters into this Debt Exchange Agreement (this “Agreement”) with China Auto Logistics Inc., a Nevada corporation, with a headquarters located at Floor 1 FTZ International Auto Mall, 86 Tianbao Avenue, Free Trade Zone, Tianjin Province, The People’s Republic of China (the “Company”), as of the date first written above, whereby the Holder will exchange and sell the Exchanged Debt (as defined below) as set forth herein.

DEBT EXCHANGE AGREEMENT AND INVESTOR QUESTIONNAIRE
Debt Exchange Agreement • November 19th, 2008 • Performance Health Technologies Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Debt Exchange Agreement and Investor Questionnaire (the “Agreement”) is made and entered into as of October 22, 2008 by and between the person or entity set forth on the signature page below (the “Investor”) and Performance Health Technologies, Inc. (“PHT”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 24th, 2007 • International Textile Group Inc • Motor vehicle parts & accessories • New York

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2007 by and among International Textile Group, Inc. (the “Issuer”), a Delaware corporation and successor-by-merger of ITG Holdings, Inc. (f/k/a International Textile Group, Inc.) (“Old ITG”), and WLR Recovery Fund II, L.P. (the “Investor”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • December 28th, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida

This Debt Exchange Agreement is dated as of December 21, 2018 (this “Agreement”) by and among Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Company”), Frost Gamma Investments Trust (“FGIT”), Hsu Gamma Investments LP, a Delaware limited partnership (“Hsu Gamma”), Marie Wolf, an individual (“Wolf”), Jane Hsiao, an individual (“Hsu”), and Frost Real Estate Holdings, LLC, a Florida limited liability company (“FREH” and, collectively with FGIT, Hsu Gamma, Wolf and Hsu, the “Holders” and each individually, a “Holder”).

ESCALON MEDICAL CORP. DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • February 15th, 2018 • Escalon Medical Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2018 by and between Escalon Medical Corp. (the “Company”), a Pennsylvania corporation, and Richard J. DePiano, Sr. and DP Associates Inc Profit Sharing Plan (the “Noteholders”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • September 5th, 2024 • Eastside Distilling, Inc. • Beverages • Nevada
DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • December 7th, 2018 • Axim Biotechnologies, Inc. • Pharmaceutical preparations • Utah

This Debt Exchange Agreement (the “Agreement”) is entered into as of November 28, 2018 (the “Effective Date”) by and between Axim Biotechnologies, Inc., a Nevada corporation (the “Company”), and Atlas Sciences, LLC, a Utah limited liability company (“Atlas”), with reference to the following facts:

TO DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 2nd, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon
EXHIBIT (10)(53) FORM OF DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • August 22nd, 2011 • Attitude Drinks Inc. • Beverages • Florida

This Note is being issued in replacement of two Short Term Bridge Loans, one dated April 2, 2008 with principal balance of[$120,000 originally issued in the name of Opportunity Fund LLC (the “Original Note”) as well as a second loan dated May 29, 2008 with principal balance of $33,000 also issued in the name of Opportunity Fund LLC. The Original Notes have an outstanding balance of $221,937 (in principal and interest) owed as of June 30, 2011. The Original Note and related guarantee was sold pursuant to that certain Agreement for Purchase and Sale of Notes and Personal Guarantee dated May 23, 2011 between Holder and Opportunity Fund LLC.

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • January 22nd, 2014 • Powin Corp • Miscellaneous manufacturing industries • Oregon

THIS DEBT EXCHANGE AGREEMENT (“Agreement”) is effective as of December 31, 2013 (“Effective Date”) by and between Powin Corporation (“Powin”), a Nevada corporation and Joseph Lu (“Lu”).

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 6th, 2022 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This Debt Exchange Agreement (the “Agreement”) is entered into effective as of as of March 31, 2022 by and between Gloria E. Gebbia (“Investor”) and Siebert Financial Corp., a New York corporation (the “Company”), with reference to the following facts:

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • February 11th, 2021 • KBS Fashion Group LTD • Wholesale-apparel, piece goods & notions • New York

This Debt Exchange Agreement (this “Agreement”), effective as of January 24, 2021, is entered into by and between KBS Fashion Group Limited, a corporation organized under the laws of the Marshall Islands (the “Company”) and Keyan Yan (the “Holder”). The Company and the Holder are sometimes individually referred to herein as a “Party” or collectively, as the “Parties.”

DEBT EXCHANGE AGREEMENT
Debt Exchange Agreement • April 26th, 2023 • La Rosa Holdings Corp. • Real estate agents & managers (for others) • Nevada

THIS DEBT EXCHANGE AGREEMENT is dated as of __________, 2023 (“Agreement”) and is by and between La Rosa Holdings Corp., a Nevada corporation (“La Rosa” or the “Company”), and the undersigned, the holder (“Creditor”) of the ______________________ (“Convertible Note”), the original of which is attached hereto as Exhibit A. Each of the Company and Creditor is a “party” to this Agreement, and together, they are the “parties” hereto.

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