Exchange and Settlement Agreement Sample Contracts

BACKGROUND:
Exchange and Settlement Agreement • June 3rd, 2005 • CNH Holdings Co • Wholesale-computers & peripheral equipment & software • Texas
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EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • April 13th, 2023 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York

Marc M Radin PC (the “Vendor”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on April 12, 2023, whereby Vendor will exchange and settle certain accounts payable and other liabilities owed to the Vendor by the Company for shares of Series J 8% Voting, Participating, Redeemable Preferred Stock, par value $0.001, stated value $100.00 (the “Preferred Stock”), of the Company (the “Exchange and Settlement”).

Exchange and Settlement Agreement
Exchange and Settlement Agreement • March 12th, 2010 • Disability Access Corp • Services-to dwellings & other buildings

This EXCHANGE and SETTLEMENT AGREEMENT (“Agreement”) is made as of February 23, 2010 (the “Effective Date”) by and between PTS, Inc. 3355 Spring Mountain Road, Suite 66 Las Vegas, NV. 89102(“PTS,Inc.”) and Peter Chin (“Mr. Chin”) 720 W. Cheyenne Ave. Suite 220, North Las Vegas, Nevada 89030

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • October 30th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Nevada

IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • January 3rd, 2008 • LCC International Inc • Radiotelephone communications • New York

WHEREAS, the Company entered into a Purchase Agreement, dated as of April 19, 2007 (the “Purchase Agreement”), with the Investors party thereto pursuant to which, among other things, the Company issued an aggregate of 5.1 million shares (the “Old Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”); and

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • April 7th, 2021 • Amyris, Inc. • Industrial organic chemicals • New York

This Exchange and Settlement Agreement (this “Agreement”) is dated as of March 1, 2021 (the “Effective Date”), by and among Amyris, Inc., a Delaware corporation (the “Company”), Amyris Clean Beauty, Inc., a Delaware corporation, Amyris Fuels, LLC, a Delaware limited liability company, and AB Technologies LLC, a Delaware limited liability company (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), and Schottenfeld Opportunities Fund II, L.P., both in its capacity as a Holder and as agent for the other Holders under the Security Documents (as defined below) (“Schottenfeld”), Koyote Trading, LLC (“Koyote”) and Phase Five Partners, LP (“Phase Five”) (each a “Holder” and collectively, the “Holders”).

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • April 13th, 2023 • RespireRx Pharmaceuticals Inc. • Pharmaceutical preparations • New York

Arnold S. Lippa (the “Executive”) enters into this Agreement (this “Agreement”) with RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) on April 12, 2023, whereby Executive will exchange and settle certain liabilities, debt and compensation owed to the Executive by the Company for shares of Series J % Voting, Participating, Redeemable Preferred Stock, par value $0.001, stated value $100.00 (the “Preferred Stock”), of the Company (the “Exchange and Settlement”).

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • March 16th, 2015 • Speed Commerce, Inc. • Wholesale-computers & peripheral equipment & software • New York

WHEREAS, the Company entered into a Purchase Agreement, dated as of June 2, 2014 (the “Purchase Agreement”), with the Investors party thereto pursuant to which, among other things, the Company has issued to the Investors an aggregate of 3,392,491 shares (the “Old Shares”) of its Series C Preferred Stock, no par value (the “Series C Preferred Stock”), and Series C Warrants (the “Warrants”) to purchase shares of the Company’s common stock, no par value (the “Common Stock”); and

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • July 3rd, 2023 • FiscalNote Holdings, Inc. • Services-business services, nec • New York

This Exchange and Settlement Agreement (this “Agreement”) is made and entered into as of June 30, 2023, by and among FiscalNote Holdings, Inc., a Delaware corporation (the “Company”), and GPO FN Noteholder, LLC (the “Investor”). The Company and the Investor are sometimes collectively referred to in this Agreement as the “Parties” and individually as a “Party”.

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • October 4th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware

THIS EXCHANGE AND SETTLEMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2024 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”).

EXCHANGE AND SETTLEMENT AGREEMENT
Exchange and Settlement Agreement • September 28th, 2020 • Infinity Energy Resources, Inc • Drilling oil & gas wells • Kansas

THIS EXCHANGE AND SETTLEMENT AGREEMENT (the “Agreement”) is dated this 24th day of September, 2020, by and between Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and SKM Partnership, Ltd., a Texas limited partnership (“Holder”). The Company and the Holder are sometimes each referred to herein as a “Party” and collectively as the “Parties.”

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