Heritage Distilling Holding Company, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
The undersigned holder(s) (the “Holder”) of Unsecured Subordinated Convertible Promissory Note(s) Due July 31, 2024 (the “Notes”) of Heritage Distilling Holding Company, Inc. (the “Company”) in the aggregate principal amount as shown on Exhibit A to this Agreement, does hereby certify to, and agree with, the Company as follows:
Heritage Distilling Holding Company, Inc. 9668 Bujacich RoadExchange Subscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
Reference is hereby made to (i) that certain Exchange Subscription Agreement, dated on or about October 30, 2023 (the “Exchange Agreement”), by and among, inter alia, Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), and the undersigned (each, a “Holder” and, collectively, the “Holders”) and (ii) the applicable Securities Purchase Agreements, including any Warrants attached to such Agreements, dated between April 19, 2022 and August 28, 2023 (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”), by and among, inter alia, the Company and the applicable Holders, pursuant to which the Holders purchased from the Company, as applicable, Notes and Warrants (in each case, as defined in the Subscription Agreements). Any capitalized terms used but not defined in this letter agreement (this “Agreement”) will have the meanings ascribed thereto in the Exchange Agreement and the Subscription Agreements, as applicable.
EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • October 3rd, 2024 • Heritage Distilling Holding Company, Inc. • Beverages
The undersigned holder(s) (the “Holder”) of (i) Unsecured Subordinated Convertible Promissory Note(s) Due August 29, 2026 (the “Notes”) of Heritage Distilling Holding Company, Inc. (the “Company”) in the aggregate principal amount as shown on Exhibit A to this Agreement and (ii) Common Stock Purchase Warrants issued by the Company on or around __________ (the “Warrants”), exercisable for the number of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) set forth next to the Holder’s name on Exhibit A to this Agreement, does hereby certify to, and agree with, the Company as follows:
CalEthos, Inc. EXCHANGE SUBSCRIPTION AGREEMENT December 15, 2024Exchange Subscription Agreement • December 17th, 2024 • Fontenot Sean Paul • Real estate investment trusts
Nanosha Investments LLC, the holder (the “Holder”) of (i) 10% Promissory Note (the “Note”) of CalEthos, Inc. (the “Company”) in the original principal amount of $1,000,000, (ii) a warrant of the Company (the “$3.50 Warrant”) to purchase 300,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company for a purchase price of $3.50 per share, and (iii) a warrant of the Company (the “$3.80 Warrant”) to purchase 300,000 shares of Common Stock for a purchase price of $3.80 per share, does hereby certify to, and agree with, the Company as follows:
TITAN ENVIRONMENTAL SOLUTIONS INC. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • July 18th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
The undersigned holder(s) (the “Holder”) of 20% OID Promissory Notes (the “Notes”) of Titan Environmental Solutions Inc. (the “Company”) in the aggregate principal amount of $[___], does hereby certify to, and agree with, the Company as follows:
TraQiQ, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • July 18th, 2023 • Traqiq, Inc. • Services-computer programming services
The undersigned holder(s) (the “Holder”) of ______ shares (the “Shares”) of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) of TraQiQ, Inc. (the “Company”), does hereby certify to, and agree with, the Company as follows:
Heritage Distilling Holding Company, Inc.Exchange Subscription Agreement • October 25th, 2024 • Heritage Distilling Holding Company, Inc. • Beverages • Delaware
Reference is hereby made to (i) that certain Exchange Subscription Agreement, effective June 30, 2023 (the “Exchange Agreement”), by and among, inter alia, Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), and the undersigned (each, a “Holder” and, collectively, the “Holders”) and (ii) that certain letter agreement between the parties dated on or about April 3, 2024 (the “Letter Agreement”). Any capitalized terms used but not defined in this amended agreement (this “Amendment”) will have the meanings ascribed thereto in the Exchange Agreement and the Letter Agreement, as applicable.
FORM OF EXCHANGE/SUBSCRIPTION AGREEMENT Exchange/Subscription AgreementExchange/Subscription Agreement • May 7th, 2015 • HeartWare International, Inc. • Surgical & medical instruments & apparatus • New York
HeartWare International, Inc., a Delaware corporation (the “Company”), is offering the opportunity for (1) existing beneficial owners of (each an “Existing Investor”) the Company’s 3.50% Convertible Senior Notes due 2017, CUSIP: 422368AA8 and ISIN: US422368AA83 (the “Old Notes”) to exchange Old Notes (the “Exchange Offer”) for the Company’s 1.75% Convertible Senior Notes due 2021 (the “New Notes”) and the Company Payment Amount (as defined below) and (2) Existing Investors and other qualified new investors (each, a “New Investor”) to subscribe for and purchase from the Company additional New Notes for cash (the “New Note Offering”), in each case, pursuant and subject to the terms and conditions set forth in this Exchange/Subscription Agreement. As used herein, the term “Investor” refers to either an Existing Investor or a New Investor, as applicable.
CalEthos, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • March 12th, 2024 • CalEthos, Inc. • Real estate investment trusts
The undersigned holder(s) (the “Holder”) of (i) ___% [OID] Promissory Notes (the “Notes”) of CalEthos, Inc. (the “Company”) in the aggregate principal amount of $_______, and (ii) warrants of the Company (the “Warrants”) to purchase ______ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, does hereby certify to, and agree with, the Company as follows:
TraQiQ, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • July 18th, 2023 • Traqiq, Inc. • Services-computer programming services
The undersigned holder(s) (the “Holder”) of 20% OID Promissory Notes (the “Notes”) of TraQiQ, Inc. (the “Company”) in the aggregate principal amount of $_______, does hereby certify to, and agree with, the Company as follows:
Form of Exchange/Subscription Agreement May , 2016 Wright Medical Group N.V. Prins Bernhardplein 200 Attn: James LightmanExchange/Subscription Agreement • May 18th, 2016 • Wright Medical Group N.V. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Wright Medical Group N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), is offering its % Cash Convertible Senior Notes due 2021 (the “New Notes”). The undersigned beneficial owner (the “Investor”) of [2.00% Cash Convertible Senior Notes due 2017, CUSIP: 98235T AC1 and ISIN: US98235TAC18/2.00% Cash Convertible Senior Notes due 2020, CUSIP: 98235T AE7 and ISN: US98235TAE73] (the “Old Notes”) issued by Wright Medical Group, Inc. (“WGMI”) may (1) subscribe to the New Notes by means of an exchange (the “Exchange”) of certain Old Notes for an amount of New Notes and receipt of the Company Payment Amount (as defined below) and/or (2) subscribe for and purchase from the Company (the “Subscription” and, the Exchange and/or the Subscription, as applicable, the “New Note Offering”) New Notes for cash, in each case, pursuant and subject to the terms and conditions set forth in this agreement (the “Exchange/Subscription Agreement”).
