Exchange Rights Agreement Sample Contracts

ARTICLE 1 DEFINED TERMS
Exchange Rights Agreement • August 21st, 2006 • Chartermac • Real estate • New York
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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP
Exchange Rights Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of April 7, 2011 (the “Effective Date”), is entered into by and among INDEPENDENCE REALTY TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), RAIT NTR HOLDINGS, LLC, a Delaware limited liability company, as the initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • February 23rd, 2018 • Independence Realty Trust, Inc. • Real estate investment trusts • Delaware

THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2017, is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP
Exchange Rights Agreement • March 16th, 2012 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of January 4, 2012 (the “Effective Date”), is entered into by and among INDEPENDENCE REALTY TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), RAIT NTR HOLDINGS, LLC, a Delaware limited liability company, as the initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • April 13th, 2006 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels • New York

This Amendment No. 1 to Exchange Rights Agreement is made as of April 10, 2006 (this “Amendment”) by and among Starwood Hotels & Resorts (formerly Starwood Lodging Trust), a real estate investment trust organized under the laws of the State of Maryland (the “Trust”), Starwood Hotels & Resorts Worldwide, Inc. (formerly Starwood Lodging Corporation), a Maryland corporation (the “Corporation”), SLT Realty Limited Partnership, a Delaware limited partnership (the “Realty Partnership”), and SLC Operating Limited Partnership, a Delaware limited partnership (the “Operating Partnership”).

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • December 30th, 2022 • Glass House Brands Inc. • Medicinal chemicals & botanical products

WHEREAS, pursuant to the terms of the Merger Agreement, dated April 8, 2021 as amended by Amendment No. 1 thereto, dated as of June 18, 2021, and as further amended by Amendment No. 2 thereto, dated as of June 28, 2021 (collectively, “Merger Agreement”), among, inter alia, Parent, Exchangeco, Exchangeco’s wholly-owned merger subsidiary, GH Group, Inc. (“GH”), certain of GH’s shareholders sufficient to authorize the underlying merger under the Delaware General Corporation Law, and Kyle Kazan, as the GH shareholder representative, Exhangeco has become the owner of all of the issued and outstanding shares of GH Group, Inc., a Delaware corporation, in exchange for merger consideration made up of, in part, Class B voting exchangeable common shares of Exchangeco (the “Class B Shares”) issued to the persons (the “Class B Shareholders”) listed on Schedule A (the “Merger”);

AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • July 24th, 2006 • Trident Resources Corp • New York

THIS AGREEMENT dated as of June 1, 2006 and amends and restates in its entirety the Exchange Rights Agreement made as of the 4th day of December, 2003.

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • November 7th, 2014 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware

THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of August 28, 2014, is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).

AMENDMENT TO EXCHANGE RIGHTS AGREEMENT (CLASS B OPERATING PARTNERSHIP UNITS)
Exchange Rights Agreement • March 2nd, 2004 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels

Amendment, dated as of December 17, 2003 (this “Amendment”), to Exchange Rights Agreement dated as of January 2, 1998, among Starwood Hotels & Resorts Worldwide, Inc. (the “Corporation”), SLC Operating Limited Partnership (the “Operating Partnership”) and certain limited partners of the Operating Partnership (the “Agreement”). All capitalized terms used in this First Amendment and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement.

Dated the 7th of September 2018 Exchange Rights Agreement
Exchange Rights Agreement • September 14th, 2018 • Concordia International Corp. • Pharmaceutical preparations • England and Wales
AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • November 18th, 2022 • TPCO Holding Corp. • Agricultural production-crops

WHEREAS, Parent, Exchangeco and Equityholders’ Representative (collectively, the “Exchange Parties”) and certain other Persons are parties to a Unit Purchase Agreement, dated as of October 1, 2021 (the “Purchase Agreement”), and in connection therewith, the Exchange Parties entered into an Exchange Rights Agreement dated as of October 1, 2021 (the “Original Exchange Agreement”);

AMENDMENT TO EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • March 15th, 2012 • Mission West Properties Inc • Real estate investment trusts • California

This Amendment to the Exchange Rights Agreement (the “Exchange Agreement”) dated as of December 29, 1998 by and among Mission West Properties, Inc., a Maryland corporation (the “Company”), each of Mission West Properties, L.P., a Delaware limited partnership (“MWP”), Mission West Properties, L.P. I, a Delaware limited partnership (“MWP I”), Mission West Properties, L.P. II, a Delaware limited partnership (“MWP II”) and Mission West Properties, L.P. III, a Delaware limited partnership (MWP III, and collectively with MWP, MWP I and MWP II, the “Operating Partnership”), and each of the limited partners in the Operating Partnership listed on the signature pages thereto (the “Limited Partners”), is hereby approved and adopted in accordance with Section 12.9 of the Agreement with the consent of a majority-in-interest of the Limited Partners who are parties to the Agreement. Capitalized terms not otherwise defined in this Amendment have the meanings provided under the Agreement;

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP
Exchange Rights Agreement • May 13th, 2013 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of May 7, 2013 (the “Effective Date”), is entered into by and among INDEPENDENCE REALTY TRUST, INC., a Maryland corporation, as general partner (“IRT” or the “General Partner”), IRT Limited Partner, LLC, a Delaware limited liability company, and IRT as limited partners (the “Limited Partners”), and the Limited Partners party hereto from time to time.

AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • October 13th, 2021 • Glass House Brands Inc. • Blank checks

THIS AMENDMENT NO. 1 TO EXCHANGE RIGHTS AGREEMENT (this “Amendment”) is made as of July 15, 2021, by and among Glass House Brands Inc., a British Columbia corporation (formerly Mercer Park Brand Acquisition Corp.) ( “Parent”), MPB Acquisition Corp., a Nevada corporation (“Exchangeco”), Odyssey Trust Company, an Alberta trust company, and Kyle D. Kazan, as the representative of the Class B shareholders (the “Sellers’ Representative”). Each of the foregoing is referred to herein as a “Party” and, collectively, as the “Parties.”

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • May 7th, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • Ontario

CANADA GYPSUM MANAGEMENT AND SUPPLY, INC., a corporation incorporated under the laws of the Province of British Columbia (“Exchangeco”)

AMENDMENT TO EXCHANGE RIGHTS AGREEMENT (CLASS A REALTY PARTNERSHIP UNITS)
Exchange Rights Agreement • March 2nd, 2004 • Starwood Hotel & Resorts Worldwide Inc • Hotels & motels

Second Amendment, dated as of December 17, 2003 (this “Amendment”), to Exchange Rights Agreement dated as of January 2, 1998, among Starwood Hotels & Resorts (the “Trust”), SLT Realty Limited Partnership (the “Realty Partnership”) and certain limited partners of the Realty Partnership (the “Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement.

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • March 16th, 2015 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware

THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of December 30, 2014, is entered into by and between Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and USA IRR2, LLC, a Delaware limited liability company (the “Limited Partner”).

EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • June 7th, 2010 • Directv • Communications services, nec • New York

This Exchange Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2004 by and among Globo Comunicações e Participações S.A., a Brazilian sociedade anônima (“Globo”), The News Corporation Limited, an Australian corporation (“News”), and The DIRECTV Group, Inc., a Delaware corporation (“DIRECTV”).

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EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • May 13th, 2019 • Nevada

WHEREAS pursuant to the terms of the equity purchase agreement dated October 17, 2018, as amended, (the “Purchase Agreement”) among, inter alia, the Exchangeable Shareholders, CSAC and Exchangeco, Exchangeco has acquired all of the issued and outstanding equity interests of CSAC-Livfree LLC (“LivFree”) in exchange, in part, for the issuance of non- voting exchangeable common shares of Exchangeco (and including any non-voting exchangeable common shares subsequently issued under the Purchase Agreement) (the “Exchangeable Shares”) to the Exchangeable Shareholders (the “Exchange”);

AMENDED AND RESTATED EXCHANGE RIGHTS AGREEMENT
Exchange Rights Agreement • November 10th, 2008 • Trident Resources Corp • Crude petroleum & natural gas • New York

THIS AGREEMENT dated as of June 1, 2006 and amends and restates in its entirety the Exchange Rights Agreement made as of the 4th day of December, 2003.

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