EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 27th, 2004 • China Automotive Systems Inc • Flat glass
EX-1.2 3 d381653dex12.htm FORM OF DEBT-FOR-EQUITY EXCHANGE AGREEMENT DEBT-FOR- EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • May 5th, 2020 • New York
DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [ ], 2013 (this “Agreement”), among PFIZER INC., a Delaware corporation (“Pfizer”), J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY & CO. LLC (collectively, the “Investment Entities”), and, solely with respect to Sections 4(b) and 6 through 16 hereof, ZOETIS INC., a Delaware corporation and a direct, wholly owned subsidiary of Pfizer (“Zoetis”).
FORM OF DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • September 23rd, 2013 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • Delaware
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT dated as of [•], 2013 (this “Agreement”), is made among MARCUS & MILLICHAP COMPANY, a California corporation (“MMC”), GEORGE M. MARCUS, WILLIAM A. MILLICHAP, THE DONALD AND BEVERLY LORENZ LIVING TRUST, DONALD A. LORENZ 2012 DYNASTY TRUST, BEVERLY J. LORENZ 2012 DYNASTY TRUST, and LORENZ CAPITAL ASSETS, L.P., a California limited partnership (collectively, the “Debt Holders”), and, solely with respect to Sections 4(b) and 5 through 12 hereof, MARCUS & MILLICHAP, INC., a Delaware corporation (“MMI”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • May 5th, 2020 • Delaware
This Agreement has been made and entered into as of this 26th day of January, 2015, by and among Texas Wyoming Drilling, Inc., a Delaware corporation having its principal business address at 1000 N Greenvalley Parkway, Suite 440-517, Las Vegas, NV 89147, Drone USA, LLC with its corporate business address at 140 Broadway, Suite 4614 New York, NY (“DUSA”), the members of DUSA that represent 100% of the issued and outstanding equity membership interests of DUSA as specifically set forth on Exhibit A attached hereto (collectively, jointly and severally "Members") and Margaret Cadena in her individual capacity as a holder of 150 shares of the issued and outstanding shares of TWDL’s “Super Preferred Stock” (the “Preferred Stock”) and as Chief Executive Officer on behalf of TWDL.
FORM OF] DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • May 5th, 2020 • Minnesota
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2017 (the “Effective Date”) is made by and between Sun BioPharma, Inc. a Delaware corporation (the “Company”), and the lender named on the signature page hereto (“Lender”).
EQUITY EXCHANGE AGREEMENT by and among BLUE EARTH, INC., a Nevada corporation, (the “Buyer”), KENMONT SOLUTIONS CAPITAL GP, LLC, a Delaware limited liability company, (“Kenmont”) and DONALD R. KENDALL, JR. (the “Seller”) Dated: January 31, 2014Equity Exchange Agreement • March 18th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada
This EQUITY EXCHANGE AGREEMENT (the “Agreement”), dated as of January 31, 2014, by and among Blue Earth, Inc., a Nevada corporation (the “Buyer”), Kenmont Solutions Capital GP, LLC, a Delaware limited liability company (“Kenmont”), and Donald R. Kendall, Jr., an individual with an address at 711 Louisiana, Suite 1750, Pennzoil Building, South Tower, Houston, Texas 77002 (the “Seller”, and collectively with Buyer and Kenmont, the “Parties”).
EX-10.39 3 c15909a8exv10w39.htm FORM OF EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • May 5th, 2020 • Illinois
Exhibit 10.39 EQUITY EXCHANGE AGREEMENT This EQUITY EXCHANGE AGREEMENT (this “Agreement”) is entered into this ___day of March, 2008 (the “Exchange Effective Date”), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (“HCC Inc.”), Heritage-Crystal Clean, LLC, an Indiana limited liability company (“HCC LLC”), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (“BRS-HCC”), are sometimes referred to in this agreement individually as a “Contributor,” and collectively as the “Contributors.” The Contributors are listed on Schedule A hereto. RECITALS: WHEREAS, prior to the Exchange Effective Date, HCC LLC and each of its members adopted the Agreement and Amendment No. 7 (“Amendment No. 7”) to HCC LLC’s Restated Operating Agreement dated October 26, 2004, as amended October 26, 2004, December 10, 2004, February 16, 2006, February 28, 2006, February 14, 2007 and December 28, 2007 (the “Operating Agreement”) to simplify the capital
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • November 10th, 2016 • Rhino Resource Partners LP • Bituminous coal & lignite surface mining • Delaware
This Equity Exchange Agreement (this “Agreement”), dated as of September 30, 2016, is made by and among Rhino Resource Partners Holdings LLC, a Delaware limited liability company (“Holdings”), Rhino Resource Partners, LP, a Delaware limited partnership (“Rhino”), Rhino GP LLC, a Delaware limited liability company (“Rhino GP”) and Royal Energy Resources, Inc., a Delaware corporation (“Royal”).
Equity Exchange Agreement By and Among BioStem Technologies, Inc. And Andrew Van VurstEquity Exchange Agreement • September 27th, 2024 • Biostem Technologies • Florida
This Equity Exchange Agreement (this “Agreement”) is entered into as of March 31, 2022 (the “Closing Date”), by and among BioStem Technologies, Inc., a Florida corporation (the “Company”) and Andrew Van Vurst (“Creditor”). The Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”
DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • January 30th, 2023 • Motorsport Games Inc. • Services-prepackaged software • Delaware
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of January 30, 2023 (the “Effective Date”) is made by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and Motorsport Network, LLC, a Florida limited liability company (“MSN”).
EQUITY EXCHANGE AGREEMENT by and among STERLING CONSOLIDATED CORP., a Nevada Corporation, ADDR PROPERTIES, LLC, a New Jersey Limited Liability Company, INTEGRITY CARGO FREIGHT CORPORATION, a New Jersey Corporation, Q5 VENTURES, LLC, a New Jersey...Equity Exchange Agreement • August 10th, 2012 • STERLING CONSOLIDATED Corp • Nevada
THIS EQUITY EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 20th day of June, 2012 (the “Closing Date”), by and among STERLING CONSOLIDATED CORP., a Nevada corporation (“Sterling Consolidated”), ADDR PROPERTIES, LLC, a New Jersey Limited Liability Company (“ADDR”), INTEGRITY CARGO FREIGHT CORPORATION, a New Jersey Corporation (“Integrity”), Q5 VENTURES, LLC, a Florida limited liability company (“Q5”), STERLING SEAL & SUPPLY, INC., a New Jersey Corporation (“Sterling Seal”), and the Equity Holders of ADDR, INTEGRITY, Q5, and STERLING SEAL.
Equity Exchange Agreement By and Among Credex Corporation And Southern Colorado Real Estate Ventures, LLCEquity Exchange Agreement • May 5th, 2022 • Credex Corp • Finance services • Florida
This Equity Exchange Agreement (this “Agreement”) is entered into as of May 5, 2022 (the “Closing Date”), by and among Credex Corporation, a Florida corporation (the “Company”) and Southern Colorado Real Estate Ventures, LLC (“Creditor”). The Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”
CONFIDENTIAL NEGOTIATED SETTLEMENT OF FEES, AMENDMENT TO ENGAGEMENT AGREEMENT, AND EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • February 2nd, 2022 • Mitesco, Inc. • Services-health services
This Confidential Negotiated Settlement of Fees, Amendment to Engagement Agreement, and Equity Exchange Agreement has been made and entered into effective January 5, 2022 (the “Agreement”), by and among Mitesco, Inc., a Delaware corporation having its principal business address at 1660 Highway 100 South, Suite 432, St. Louis Park, Minnesota 55416 (“Company”), and Gardner Builders, LLC (“Creditor”) (Company and Creditor are each a “Party” and jointly “Parties”).
EQUITY EXCHANGE AGREEMENT by and among CAR CHARGING GROUP, INC., A Nevada Corporation, BEAM ACQUISITION LLC A Nevada Limited Liability Company, BEAM CHARGING, LLC, A New York Limited Liability Company, and THE MEMBERS OF BEAM CHARGING, LLC Dated as of...Equity Exchange Agreement • April 3rd, 2013 • Car Charging Group, Inc. • Services-personal services • New York
THIS EQUITY EXCHANGE AGREEMENT, dated as of February 26, 2013 (this “Agreement”), by and among Car Charging Group, Inc., a Nevada corporation (“CCGI”), Beam Acquisition, LLC, a Nevada limited liability company (“Beam Acquisition”), and together with CCGI, the “CCGI Entities”), and Beam Charging, LLC, a New York limited liability company (“Beam” or the “Company”), and Manhattan Charging LLC, Eric L’Esperance, and Andrew Shapiro (together with the individual members of Manhattan Charging LLC, collectively, the “Beam Members”).
EQUITY EXCHANGE AGREEMENT by and among ADEPTPROS INC., a Nevada Corporation, ADEPTPROS LLC, An Arizona Limited Liability Company, GENIUSPORT, INC, An Arizona Corporation, andEquity Exchange Agreement • May 15th, 2014 • Adeptpros Inc • Nevada
THIS EQUITY EXCHANGE AGREEMENT (the “Agreement”), is made and entered into this 15th day of April, 2014 (the “Closing Date”), by and among ADEPTPROS INC., a Nevada corporation (“AdeptPros”), ADEPTPROS LLC, an Arizona Limited Liability Company (“AdeptLLC”), GENIUSPORT, INC., an Arizona Corporation (“GeniusPort”), and the Equity Holders of AdeptLLC and GeniusPort.
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • April 26th, 2013 • Car Charging Group, Inc. • Services-personal services • Florida
THIS EQUITY EXCHANGE AGREEMENT, dated as of February 19, 2013 (this “Agreement”) by and among Car Charging Group, Inc., a Nevada corporation (“CCGI”), EV Pass, LLC, a New York limited liability company (“EV PASS”) and Synapse Sustainability Trust, Inc., a New York not for profit corporation (the “Trust”) (EV PASS and the Trust are collectively the “EV PASS Entities”).
EQUITY EXCHANGE AGREEMENT by and among PRACO CORPORATION, a Nevada Corporation, HAWK OPPORTUNITY FUND, LP, a Delaware Limited Partnership, HAWK MANAGEMENT L.P., a Delaware Limited Partnership HWC LLC, a Delaware Limited Liability Company PHILLY...Equity Exchange Agreement • July 3rd, 2012 • Praco Corp • Transportation services • Nevada
THIS EQUITY EXCHANGE AGREEMENT (the “Agreement”), is made and entered into on this 3rd day of July, 2012 (the “Signing Date”), by and between PRACO CORPORATION, f/k/a HUNT FOR TRAVEL, INC., a Nevada Corporation (“Praco”), HAWK OPPORTUNITY FUND, LP, a Delaware Limited Partnership (“Hawk LP”), HAWK MANAGEMENT L.P., a Delaware Limited Partnership (“Hawk Management”), HWC LLC, a Delaware Limited Liability Company (“HWC LLC”), PHILLY RESIDENTIAL ACQUISITION LP, a Pennsylvania Limited Liability Company (“Philly LP”), PHILLY RESIDENTIAL GP LLC, a Pennsylvania Limited Liability Company (“Philly LLC”), GREEN HOMES REAL ESTATE, LP, a Pennsylvania Limited Partnership (“GH LP”), GREEN HOMES MANAGEMENT LLC, a Pennsylvania Limited Liability Company (“GH LLC”), NIDUS, LP, a Delaware Limited Partnership (“Nidus LP”), NESTEX LLC, a Delaware Limited Liability Company (“Nestex LLC”), R. SCOTT WILLIAMS, an individual with a business address at North State Street, Newtown, PA 18940 (“Williams”), DAVID S. C
Equity Exchange Agreement Between Storming Dragon Limited and Gongfa Materials ShareholdersEquity Exchange Agreement • October 15th, 2024 • Kuber Resources Corp • Radio broadcasting stations
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 7th, 2008 • Heritage-Crystal Clean, Inc. • Sanitary services • Illinois
This EQUITY EXCHANGE AGREEMENT (this “Agreement”) is entered into this ___day of March, 2008 (the “Exchange Effective Date”), by and among Heritage-Crystal Clean, Inc., a Delaware corporation (“HCC Inc.”), Heritage-Crystal Clean, LLC, an Indiana limited liability company (“HCC LLC”), and each of the members of HCC LLC. Each member of HCC LLC, other than BRS-HCC Investment Co., Inc. (“BRS-HCC”), are sometimes referred to in this agreement individually as a “Contributor,” and collectively as the “Contributors.” The Contributors are listed on Schedule A hereto.
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 27th, 2021 • Daybreak Oil & Gas, Inc. • Crude petroleum & natural gas • California
This Equity Exchange Agreement (this “Agreement”), dated as of October 20, 2021, is entered into by and among Daybreak Oil and Gas, Inc., a Washington corporation (“Parent”), Reabold California LLC, a California limited liability company (“Company”), and Gaelic Resources Ltd, a private company incorporated in the Isle of Man (“Member” and, together with Parent and Company, the “Parties” and each, a “Party”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 17th, 2018 • New York
This Equity Exchange Agreement (this “Agreement”), dated as of October 17, 2018 (the “Agreement Date”), is entered into by and among GREEN PARTNERS INVESTOR LLC, a Massachusetts limited liability company (“GP Investor”), GREEN PARTNERS SPONSOR I, LLC, a Massachusetts limited liability company (“GP Sponsor” and, together with GP Investor, each sometimes referred to individually as a “Seller” and collectively as “Sellers”), LOUIS F. KARGER (“ Sellers’ Representative”), SIRA NATURALS, INC., a Massachusetts corporation (the “Company”), CSAC Acquisition Inc., a Nevada corporation (“Buyer”), and CANNABIS STRATEGIES ACQUISITION CORP., an Ontario corporation (the “SPAC”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • July 1st, 2024 • Collective Audience, Inc. • Services-management consulting services • Delaware
Equity Exchange AgreementEquity Exchange Agreement • October 8th, 2015 • Cachet Financial Solutions, Inc. • Blank checks
WHEREAS, in consideration of Michael Hanson surrendering or returning a total of 382,809 shares of common stock to the Company, the Board deems it advisable to issue Michael Hanson a warrant to purchase 756,618 shares of the Company’s common stock with an exercise price of $1.35 and be 100% vested on the grant date and have a 5 year term from the grant date to exercise such options. ;
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • August 16th, 2012 • Raptor Resources Holdings Inc. • Dental equipment & supplies • Nevada
THIS EQUITY EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of August, 2012, by and among Raptor Resources Holdings Inc. ("Raptor"), a Nevada corporation, with its address at 41 Howe Lane, Freehold, N.J. 07728, Mabwe Minerals Inc. (“Mabwe”), a Wyoming corporation, with its address at 41 Howe Lane, Freehold, N.J. 07728 and Mabwe Minerals Zimbabwe (Private) Limited ("Mabwe Z"), a registered Zimbabwean corporation, with an address at 98 Churchill Avenue, Gunhill, Harare, Zimbabwe.
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 28th, 2005 • Chembio Diagnostics Inc. • Pharmaceutical preparations • Delaware
THIS EQUITY EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2005, by and between Chembio Diagnostics, Inc., a Nevada corporation (the “Company”), and Kurzman Partners, LP (the “Stockholder”).
DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • New York
DEBT-FOR-EQUITY EXCHANGE AGREEMENT, dated as of [●], 2023 (this “Agreement”), among Cummins Inc., an Indiana corporation (“Cummins”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Investment Entities”). Capitalized terms used but not defined herein shall have the meanings set forth in the Underwriting Agreement (as defined below).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 4th, 2024 • Super League Enterprise, Inc. • Services-computer integrated systems design • Delaware
THIS EQUITY EXCHANGE AGREEMENT (this “Agreement”) is entered into as of September 30, 2024 by and among Infinite Reality, Inc., a Delaware corporation (“Infinite Reality”) and Super League Enterprise Inc., a Delaware corporation (“Super League,” and collectively with Infinite Reality, the “Parties,” and each, sometimes, a “Party”).
EQUITY EXCHANGE AGREEMENT by and among NON-INVASIVE MONITORING SYSTEMS, INC., IRA FINANCIAL GROUP LLC, IRA FINANCIAL TRUST COMPANY, ADAM BERGMAN, and FRED HORNER Dated as of December 3, 2018Equity Exchange Agreement • December 4th, 2018 • Non Invasive Monitoring Systems Inc /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS EQUITY EXCHANGE AGREEMENT, dated as of December 3, 2018 (this “Agreement”), by and among NON-INVASIVE MONITORING SYSTEMS, INC., a Florida corporation (“NIMS”), IRA FINANCIAL TRUST COMPANY, a South Dakota trust corporation (“IRA Trust”), IRA FINANCIAL GROUP LLC, a Florida limited liability company (“IRAFG” and, together with IRA Trust, “IRA Financial”), ADAM BERGMAN (the “Majority Equityholder”) and FRED HORNER (the “Minority Equityholder” and, together with the Majority Equityholder, the “Equityholders”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • November 14th, 2011 • Power of the Dream Ventures Inc • Services-engineering services • Delaware
Equity Exchange Agreement dated as of October 26, 2011 (this “Agreement”) by and between Power of the Dream Ventures, Inc., a Delaware corporation (the “Company”), and each of Messrs. Viktor Rozsnyay (“Rozsnyay”) and Daniel Kun, Jr. (“Kun”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 29th, 2019 • Granite Peak Resources, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
This Equity Exchange Agreement (this “Agreement”) is entered into as of [DATE], by and between the undersigned equity holder (“Holder”), and Granite Peak Resources, LLC, a Wyoming limited liability company (“GPR”). GPR and Holder are referred to collectively in the Agreement as the “Parties,” and individually as a “Party.”
EQUITY EXCHANGE AGREEMENT by and among CAR CHARGING GROUP, INC., a Nevada Corporation, A Florida Limited Liability Company, a Virginia Limited Liability Company, and ALL OF THE MEMBERS OF 350 GREEN, LLC Dated as of March 8, 2013Equity Exchange Agreement • May 9th, 2013 • Car Charging Group, Inc. • Services-personal services • Florida
THIS EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of March 8, 2013 (the “Effective Date”), by and among Car Charging Group, Inc., a Nevada corporation (“CCGI”), 350 Holdings, LLC, a Florida limited liability company (“CCGI Sub”), and together with CCGI, the “CCGI Entities”), 350 Green LLC, a Virginia limited liability company (“350”), and Mariana Gerzanych and Timothy Mason (collectively the “350 Members”).
ADDENDUM TO EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • May 9th, 2013 • Car Charging Group, Inc. • Services-personal services • Florida
THIS ADDENDUM TO EQUITY EXCHANGE AGREEMENT (the “Exchange Addendum”) to is made and entered into this April 21, 2013 by and between Car Charging Group, Inc., a Nevada corporation (“CCGI”), 350 Holdings, LLC, a Florida limited liability company (“CCGI Sub”), having their principal executive offices at 1691 Michigan Avenue, Suite 601, Miami Beach, Florida 33139 and 350 Green, LLC, a Virginia limited liability company (“350”) and Mariana Gerzanych (“Gerzanych”) and Timothy Mason (“Mason”), with Gerzanych and Mason collectively referred to as the “350 Members” with 350 and the 350 Members having their principal executive offices at 26092 Cresta Verde, Mission Viejo, California 92691. Hereinafter, CCGI, CCGI Sub, 350 and the 350 Members shall be referred to collectively as the “Parties”, where applicable.
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • October 31st, 2014 • Blue Earth, Inc. • Electric services • Delaware
This Equity Exchange Agreement (this “Agreement”), dated as of October 27, 2014 is by and between Blue Earth, Inc., a Nevada corporation and its subsidiaries and Affiliates, with an address at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052 (“Blue Earth,” or the “Company”), and PowerGenix Systems, Inc., a Delaware corporation and its subsidiaries and Affiliates with an address at 4275 Executive Square, Suite 1000, La Jolla, California 92037 (together with its successors and permitted assigns, “PowerGenix”). Collectively, PowerGenix and Blue Earth are referred to as the “Parties.” “Affiliate” of any Party means any entity that directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with such party.
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • September 29th, 2022 • DTRT Health Acquisition Corp. • Blank checks • Delaware
THIS EQUITY EXCHANGE AGREEMENT, dated as of September 12, 2022 (this “Agreement”), by and among Grizzly New Pubco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of SPAC (“New Pubco”), and Consumer Direct Care Washington, LLC (the “Company”), a limited liability company organized under the laws of the State of Washington, Consumer Direct Holdings, Inc., a Montana corporation (“CDH”), and the Home Care Workers Purpose Trust, a Delaware Noncharitable Purpose Trust (“HCT” and together with CDH, each a “Party” and collectively, the “Parties”).
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Delaware
This Equity Exchange Agreement (the "Agreement"), dated as of September 9, 2022, (this "Agreement"), is entered into by and among Starfighters Space, Inc., a Delaware corporation (the "Company"), and the Founder of the Company whose name is set forth on the signature page hereto (the "Founder").
