Note Exchange Agreement Sample Contracts

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Note Exchange Agreement • December 7th, 2007 • General Atlantic LLC • Services-business services, nec • Delaware
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NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • February 21st, 2014 • Pulse Electronics Corp • Electronic components, nec • New York

Note Exchange Agreement dated February 21, 2014 (the “Exchange Agreement”) between Angelo Gordon & Co., L.P. (the “Holder”), Pulse Electronics Corporation, a corporation organized under the laws of the State of Pennsylvania (the “Company”), and Pulse Electronics (Singapore) Pte. Ltd. (the “Singapore Borrower”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • May 5th, 2020 • Delaware

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of March 27, 2018, between Aeon Global Health Corp., a Delaware corporation (the “Company”) and the holder identified on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • March 19th, 2009 • Glowpoint Inc • Telephone communications (no radiotelephone) • New York

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 16, 2009, by and among Glowpoint, Inc., a Delaware corporation (the “Company”), and the holder of the Company’s Senior Secured Convertible Promissory Notes whose signature appears on the signature page attached hereto (the “Holder”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • December 17th, 2015 • Authentidate Holding Corp • Services-computer integrated systems design • New York

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of December 11, 2015, between Authentidate Holding Corp., a Delaware corporation with its address at Authentidate Holding Corp., Connell Corporate Center, 300 Connell Drive, Berkeley Heights, New Jersey 07922 (the “Company”) and VER 83, LLC (the “Holder”), with its address as set forth on the signature page to this Agreement.

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • May 25th, 2012 • Stevia First Corp. • Metal mining • Nevada

Wong Tsan Tung, an individual having an address for notice and delivery located at Flat A2, 3/F, 40 Ma Tau Kok Road, Kowloon, Hong Kong

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

This Note 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 Hulsey Hotels Corporation, an Arizona corporation (the “Note Holder”).

FORM OF NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • February 6th, 2014 • Armco Metals Holdings, Inc. • Wholesale-metals & minerals (no petroleum) • Nevada

THIS NOTE EXCHANGE AGREEMENT (the “Agreement”) is made and entered in this ____ day of February, 2014 by and among Armco Metals Holdings, Inc., a Nevada corporation (the “Corporation”), Henan Armco & Metawise Trading Co., Ltd., a Chinese company (the “Subsidiary”) and ___________ (the “Lender”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • May 5th, 2020 • Delaware

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of July 19, 2018, between Aeon Global Health Corp., a Delaware corporation (the “Company”) and the holders identified on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • May 5th, 2020 • New York

This NOTE EXCHANGE AGREEMENT, dated as of _________ ___, 201__ (this “Agreement”), is by and between Intellinetics, Inc. (the “Company”) and each of the noteholders who executed the signature page affixed hereto (each, a “Noteholder” and, collectively, the “Noteholders”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • August 29th, 2016 • Virtual Piggy, Inc. • Services-prepackaged software • Delaware

This NOTE EXCHANGE AGREEMENT (the “Agreement”), dated August 26, 2016, is entered into by and between Virtual Piggy, Inc., a Delaware corporation (the “Company”) and the undersigned holders (the “Holders” and each individually a “Holder”) of those certain outstanding unsecured promissory notes issued by the Company to each such Holder, as amended (the “Unsecured Notes”).

FORM OF NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • January 16th, 2020 • RumbleON, Inc. • Services-computer programming services • Nevada

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of January 14, 2020 (the “Closing Date”), between RumbleOn, Inc., a Nevada corporation (the “Company”), and ___________ (the “Holder”) and relates to the proposed exchange of that certain promissory note, dated ___________, payable by the Company to the Holder (the “Note”), which Note is attached hereto as Exhibit A, for a new note substantially in the form attached hereto as Exhibit B (“New Note”);

Kingstone Companies, Inc. Note Exchange Agreement
Note Exchange Agreement • September 3rd, 2024 • Kingstone Companies, Inc. • Fire, marine & casualty insurance • New York
NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • April 11th, 2006 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This Note Exchange Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of February 8, 2006 (the “Effective Date”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • November 13th, 2009 • Coconnect Inc • Blank checks • Florida

THIS NOTE EXCHANGE AGREEMENT (the “Agreement”) is effective as of August 15, 2009 (the “Effective Date”) by and between CoConnect, Inc., a Nevada corporation (the “Company”) and Noctua Fund, LP, a Delaware limited partnership (“Noctua”). The Company and Noctua may be individually referred to herein as a “Party” and collectively as the “Parties”.

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN NOTE EXCHANGE AGREEMENT AND LETTER OF INVESTMENT INTENT
Note Exchange Agreement • March 10th, 2015 • Cryoport, Inc. • Plastics foam products

The undersigned hereby tenders this Note Exchange Agreement and applies for the exchange of all of the principal and accrued interest outstanding (the “Exchange Amount”) under the Promissory Note indicated on the signature page hereof (the “Note”) for a new Convertible Promissory Note in the form attached hereto as Exhibit A with an original principal amount equal to the Exchange Amount (the “New Note”) and a Warrant in the form attached hereto as Exhibit B for the purchase of a certain number of shares of Common Stock of Cryoport, Inc. (the “Company”) at an exercise price of $0.50 per share (the “Warrant,” and collectively, the “Securities”), upon the terms and conditions set forth below. The number of shares that will be issuable upon exercise of the Warrant will equal the Exchange Amount divided by $2.00.

FIRST AMENDMENT TO Note Exchange AGREEMENT
Note Exchange Agreement • December 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments

This First Amendment to Note Exchange Agreement (this “Amendment”), dated as of December 11, 2023, is entered into by and between Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the undersigned investors constituting Majority Investors.

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • May 4th, 2007 • Eagle Broadband Inc • Radio & tv broadcasting & communications equipment • Texas

This Note Exchange Agreement (“Agreement”), dated April 11, 2007, is between Eagle Broadband, Inc., a Texas corporation (“Eagle”), and Ron Persons (“Persons”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • January 30th, 2003 • Raining Data Corp • Services-prepackaged software • California

Reference is hereby made to the Secured Promissory Note, dated November 20, 2000, in the original principal amount of $18,525,416.67 issued by Raining Data Corporation, a Delaware corporation (the "Company"), to Astoria Capital Partners, L.P. (the "Purchaser"), as amended by that certain Amendment to Secured Promissory Note entered into as of June 10, 2002 (as so amended, the "Existing Note").

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • April 6th, 2009 • Network Cn Inc • Services-advertising • New York

This Note Exchange Agreement (this “Agreement”) is made and entered into as of April 2, 2009, by and among (i) Sculptor Finance (MD) Ireland Limited, Sculptor Finance (AS) Ireland Limited and Sculptor Finance (SI) Ireland Limited (collectively, the “Existing Noteholders”), (ii) OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd. and OZ Global Special Investments Master Fund, L.P. (collectively, the “Existing Warrant Holders,” and together with the Existing Noteholders, the “Holders”), and (iii) Network CN Inc., a Delaware corporation (the “Company”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • November 26th, 2024 • Color Star Technology Co., Ltd. • Services-educational services

THIS NOTE EXCHANGE AGREEMENT (the “Agreement”), dated as of _____, 2024, is entered into by and among Color Star Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), and ______ (“HOLDER”).

RECITALS
Note Exchange Agreement • March 15th, 2000 • Modem Media Poppe Tyson Inc • Services-business services, nec • New York
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NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • March 16th, 2009 • BMP Sunstone CORP • Wholesale-drugs, proprietaries & druggists' sundries • Delaware

THIS NOTE EXCHANGE AGREEMENT, dated as of March 13, 2009 (the “Agreement”), is entered into by and between BMP Sunstone Corporation, a Delaware corporation (the “Company”), and the person identified as the “Noteholder” on Schedule A hereto (the “Noteholder”, and together with the Company, the “Parties”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • December 21st, 2012 • Primus Telecommunications Group Inc • Telephone communications (no radiotelephone) • New York

NOTE EXCHANGE AGREEMENT, dated as of December 19, 2012 (this “Agreement”), by and among Primus Telecommunications Holding, Inc. (the “Company”) and each of the parties listed on the signature pages hereto (each a “Noteholder”, and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture (as defined herein).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • February 1st, 2018 • Hispanica International Delights of America, Inc. • Beverages • New York

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated as of January 26, 2018 (the “Closing Date”), between Victoria’s Kitchen LLC, a California limited liability company and a wholly owned subsidiary of Hispanica Delights of America, Inc., a Delaware corporation (the “Company”), and Elie Pierre Meniane (the “Holder”) of a secured promissory note (the “Note”), payable by the Company, which Note is attached hereto as Exhibit A.

NOTE EXCHANGE AGREEMENT among LEGG MASON, INC. KKR I-L LIMITED CITIBANK, N.A. CREDIT SUISSE INTERNATIONAL HSBC BANK USA, NATIONAL ASSOCIATION and for limited purposes KOHLBERG KRAVIS ROBERTS & CO. L.P. May 16, 2012
Note Exchange Agreement • May 22nd, 2012 • Legg Mason, Inc. • Investment advice • New York

NOTE EXCHANGE AGREEMENT dated as of May 16, 2012 among Legg Mason, Inc., a Maryland corporation (the “Company”), KKR I-L Limited (the “KKR Holder”), Citibank, N.A. (“Citi”), Credit Suisse International (“CS”), HSBC Bank USA, National Association (“HSBC” and, together with Citi and CS, the “Other Holders”, and together with the KKR Holder, the “Holders” and each, a “Holder”) and, solely for purposes of Sections 1, 2, 4, 5, 7 and 8 hereof, Kohlberg Kravis Roberts & Co. L.P. (“KKR”).

AMENDMENT TO NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services

This Amendment (this “Amendment”), effective as of January 21, 2014 (the “Effective Date”), to that certain Note Exchange Agreement, dated as of August 2, 2012 (the “Note Exchange Agreement”), is made by and between U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), and Maxim Group, LLC (“Maxim”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note Exchange Agreement.

Note Exchange Agreement BETWEEN Healthbridge, Inc. AND Holders of Convertible Promissory Notes Issued by Providence Exploration, LLC DATED April 10, 2006
Note Exchange Agreement • April 14th, 2006 • Healthbridge Inc • Refuse systems • Texas

THIS NOTE EXCHANGE AGREEMENT (“Agreement”) is entered into as of April 10, 2006, by and between Healthbridge, Inc., a Texas corporation (“Company”), and the individuals and entities identified in Exhibit A to this Agreement (the “Holders”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • June 13th, 2023 • Accelerate Diagnostics, Inc • Laboratory analytical instruments • New York

This Note Exchange Agreement (this “Agreement”), dated as of June 9, 2023, is made by and among Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), and the investors identified on Annex I attached hereto (together with their respective successors and permitted assigns, the “Investors”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • June 20th, 2019 • SSLJ. COM LTD • Services-to dwellings & other buildings • New York

This Note Exchange Agreement (the “Agreement”), is made and entered into on June 15, 2019 (the “Effective Date”), by and among SSLJ.com Limited, a Cayman Islands company (the “Company”), Guandong Yungu Media Joint Stock Company (“Yungu PRC” or “Debtor”), a joint stock company formed under the laws of People’s Republic of China, and Xinyu Yang, an individual residing in Guangzhou, China (the “Noteholder”). The Noteholder, Company and Yungu PRC are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • October 17th, 2002 • Southwest Royalties Inc • Crude petroleum & natural gas • Delaware

This NOTE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of April 19, 2002, by and among Southwest Royalties, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s 10 1/2% Senior Notes due 2004 (the “Original Notes”) that are listed on Schedule I hereto (the “Exchanging Holders”).

WITNESSETH:
Note Exchange Agreement • December 19th, 1996 • Cytrx Corp • Biological products, (no disgnostic substances) • Pennsylvania
FORM OF NOTE EXCHANGE AGREEMENT NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • September 1st, 2010 • Eagle Bancorp Inc • State commercial banks • Maryland

This Note Exchange Agreement (“Agreement”), made as of this day of , 2010, by and between, Eagle Bancorp, Inc., a Maryland corporation (the “Company”), and the holder of 10% Subordinated Notes, due September 30, 2014, issued by the Company (“Old Notes”) identified on the signature page hereto (the “Holder”).

NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • August 22nd, 2016 • Function(x) Inc. • Services-computer programming, data processing, etc. • New York

THIS NOTE EXCHANGE AGREEMENT (this “Agreement”) is dated August [__], 2016, by and between FUNCTION(X) INC., a Delaware corporation, (the “Company”), Sillerman Investment Company III, LLC, a Delaware limited liability company (“SIC III”) , Sillerman Investment Company IV, LLC, a Delaware limited liability company (“SIC IV”) and Sillerman Investment Company VI, LLC, a Delaware limited liability company (“SIC VI,” and collectively with the Company, SIC III and SIC IV, the “Parties”).

Note Exchange Agreement By and Among HeartCore Enterprises, Inc. And ZEROSPO
Note Exchange Agreement • September 8th, 2023 • Zerospo • Services-health services • Delaware

This Note Exchange Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Holder”). The Company and the Holder may be collectively referred to herein as the “Parties” and each individually as a “Party”.

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