EXHIBIT 2.1 PURCHASE AND EXCHANGE AGREEMENT THIS PURCHASE AND EXCHANGE AGREEMENT is made as of April 9, 2003, by and among WII Holdings, Inc., a Delaware corporation (the "Company"), each of the persons listed on SCHEDULE A hereto as an Investor...Purchase and Exchange Agreement • May 14th, 2004 • PrimeWood, Inc. • Delaware
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
This Purchase and Exchange Agreement (the “Agreement”) is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation (“Chart”), Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”), TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the “Company”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (“Chart Financing Sub”, and together with the Company, Chart, Tempus and PubCo, the “Merger Parties”), and the investor signatory hereto (the “Investor”), with reference to the following facts:
EX-10.1 2 d309480dex101.htm EX-10.1 Execution Version PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • May 5th, 2020
THIS PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2016 by and among Cobalt International Energy, Inc., a Delaware corporation (the “Company”), the Guarantors party hereto, and the holders, named in Schedule I hereto (the “Holders”), of the Company’s (i) 2.625% Convertible Senior Notes due 2019 (the “2019 Notes”), which were issued under that certain First Supplemental Indenture (the “2019 Notes Supplemental Indenture”), dated as of December 17, 2012, supplementing the Senior Indenture (the “Senior Indenture”), dated as of December 17, 2012, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and (ii) 3.125% Convertible Senior Notes due 2024 (the “2024 Notes”), which were issued under that certain Second Supplemental Indenture (the “2024 Notes Supplemental Indenture”), dated as of May 13, 2014, supplementing the Senior Indenture.
EXECUTION VERSION PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • May 5th, 2020 • New York
This PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”), dated as of September 7, 2017, is entered into by and among Oncobiologics, Inc., a Delaware corporation (the “Company”), Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (each, a “Purchaser”, and, collectively, the “Purchasers”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • September 20th, 2006 • Unify Corp • Services-prepackaged software • Delaware
THIS PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”), dated as of September 13, 2006 by and between Unify Corporation, a Delaware corporation (“Unify”), and Halo Technology Holdings, Inc., a Nevada corporation (“Halo”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 11th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services • New York
This Purchase and Exchange Agreement (the “Agreement”) is entered into as of the 10th day of June, 2015, by and among Chart Acquisition Corp., a Delaware corporation (“Chart”), Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”), Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”), and Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (the “Company”, and together with Chart, Tempus and PubCo, the “Merger Parties”), and TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (“Purchaser” and, together with the Merger Parties, the “Parties”), with reference to the following facts:
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • March 23rd, 2011 • Helix Wind, Corp. • Engines & turbines • Utah
This PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) is entered into March 21, 2011, by and between St. George Investments, LLC, an Illinois limited liability company (“SGI”), and Helix Wind, Corp., a Nevada corporation (the “Company”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 8th, 2010 • Arena Pharmaceuticals Inc • Pharmaceutical preparations • New York
PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”), dated as of June 2, 2010, between Arena Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the parties identified on the Schedule of Purchasers attached hereto (each individually, a “Purchaser” and together, the “Purchasers” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given to them in the Facility Agreement (as defined below).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • April 28th, 2020 • Delaware
This PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”) dated as of April 28, 2020, among Randall & Quilter PS Holdings Inc., a Delaware corporation (the “Company”), Randall & Quilter Investment Holdings Ltd., a Bermuda company registered under company number 47341 (“Topco”) and Brickell Insurance Holdings LLC, a limited liability company organized under the laws of the State of Delaware (the “Purchaser”). Each of the Company, Topco and the Purchaser may be referred to from time to time in this Agreement as a “Party” and, together, as “Parties”.
AMENDMENT NO. 1 TO PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • November 29th, 2006 • Unify Corp • Services-prepackaged software • Delaware
This Amendment No. 1 to Purchase and Exchange Agreement, is dated as of November __, 2006 (this “Amendment”), among Halo Technology Holdings, Inc., a Nevada corporation (“Halo”) and Unify Corporation, a Delaware corporation (the “Unify”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • December 6th, 2006 • TRC Companies Inc /De/ • Hazardous waste management • Delaware
This Purchase and Exchange Agreement (this “Agreement”) is dated as of December 1, 2006 between TRC Companies, Inc., a Delaware corporation (the “Company”), and Fletcher International, Ltd., a Bermuda company (“Purchaser”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”), dated as of May 13, 2020, by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”) and the entities listed on the signature pages hereto or who become parties to this Agreement via a Joinder in connection with any Transfers of Notes or Transfers by the Investors of the option to purchase Additional Notes set forth in Section 1.3 hereof (including the Existing Investors (as defined below), the “Investors” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto and the rules of construction applicable to this Agreement are set forth in Annex B.
PURCHASE AND EXCHANGE AGREEMENT Between and International Certification Services, Inc. Dated February 29, 2012, But effective as of the close of business on December 31, 2011Purchase and Exchange Agreement • March 2nd, 2012 • Integrated Management Information, Inc. • Services-prepackaged software • North Dakota
THIS PURCHASE AND EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 29th day of February, 2012, but effective as of the close of business on December 31, 2011,, by and between IMI Global, Inc., a Colorado corporation (hereinafter referred to as "IMI" or the “Purchaser”) and International Certification Services, Inc. a North Dakota corporation (hereinafter referred to as "ICS" or the “Company”) and each of Christina Dockter, an individual, Fred Kirschenmann, an individual, Robert Simmons, an individual, Ellen Cooke, an individual, James Deese, an individual, Annie Kirschenmann, an individual, and the other individuals listed on Schedule 1.00 attached hereto (each a “Shareholder” and collectively the “Shareholders”). The Company and the Shareholders are hereinafter referred to collectively as the “Sellers”. Purchaser and the Sellers are hereinafter referred to collectively as the “Parties”.
EX-10.12 37 dex1012.htm FORM OF CDW HOLDINGS LLC (EXECUTIVE) PURCHASE AND EXCHANGE AGREEMENT FORM OF CDW HOLDINGS LLC (EXECUTIVE) CLASS A COMMON UNIT [PURCHASE AND EXCHANGE] AGREEMENTPurchase and Exchange Agreement • May 5th, 2020 • Delaware
THIS CLASS A COMMON UNIT [PURCHASE AND EXCHANGE] AGREEMENT (this “Agreement”) is made as of , by and between CDW Holdings LLC, a Delaware limited liability company (the “Company”), and (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 11 hereof.
Exhibit Index Exhibit Number Exhibit DescriptionPurchase and Exchange Agreement • October 14th, 2003 • Crompton Corp • Plastic material, synth resin/rubber, cellulos (no glass)
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • December 27th, 2013 • Trans Energy Inc • Crude petroleum & natural gas • New York
This PURCHASE AND EXCHANGE AGREEMENT (this “Purchase Agreement”), dated effective as of December 13, 2013, is by and among AMERICAN SHALE DEVELOPMENT, INC. (the “Company”) and each of the other undersigned Persons (each a “Holder”).
FORM OF PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • May 18th, 2012 • Golden Star Resources LTD • Gold and silver ores • New York
This PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”) is made as of May 17, 2012 by and between Golden Star Resources Ltd. (the “Company”) and the undersigned (including any other person or entities exchanging Debentures (as defined below) hereunder for whom the undersigned holds contractual and investment authority, the “Holder”).
INITIAL SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES (VRDP) PURCHASE AND EXCHANGE AGREEMENT dated as of March 1, 2017 between NUVEEN MASSACHUSETTS QUALITY MUNICIPAL INCOME FUND, as Issuer and WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC, as...Purchase and Exchange Agreement • March 2nd, 2017 • Wells Fargo & Company/Mn • National commercial banks • New York
INITIAL SERIES 1 VARIABLE RATE DEMAND PREFERRED SHARES (VRDP) PURCHASE AND EXCHANGE AGREEMENT dated as of March 1, 2017, between NUVEEN MASSACHUSETTS QUALITY MUNICIPAL INCOME FUND, a closed-end fund organized as a Massachusetts business trust, as issuer (the “Fund”), and WELLS FARGO MUNICIPAL CAPITAL STRATEGIES, LLC, a wholly-owned subsidiary of Wells Fargo Bank, National Association, organized and existing under the laws of the State of Delaware, including its successors by merger or operation of law (and not merely by assignment of all or part of this Agreement (as defined below) or transfer of the Series 1 VRDP Shares (as hereinafter defined)), as the purchaser of the Series 1 VRDP Shares hereunder (the “Purchaser”).
AMENDMENT NO. 2 TO PURCHASE AND EXCHANGE AGREEMENT]Purchase and Exchange Agreement • May 7th, 2024 • Wells Fargo & Company/Mn • National commercial banks
ANDPurchase and Exchange Agreement • April 25th, 2003 • Crompton Corp • Industrial organic chemicals • New York
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • November 13th, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
This Purchase and Exchange Agreement (the “Agreement”), dated as of November 11, 2024, is being entered into among Osher Capital Partners, LLC (“Purchaser”), Altbanq Lending LLC (the “Seller”) and American Rebel Holdings, Inc., a Nevada corporation (the “Company”).
FIRST AMENDMENT TO PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • July 16th, 2015 • Tempus Applied Solutions Holdings, Inc. • Transportation services
THIS FIRST AMENDMENT TO PURCHASE AND EXCHANGE AGREMEENT (this “Amendment”) is made and entered into as of July [__], 2015 by and among: (i) Chart Acquisition Corp., a Delaware corporation (“Chart”); (ii) Tempus Applied Solutions, LLC, a Delaware limited liability company (“Tempus”); (iii) TAS Financing Sub Inc., a Delaware corporation and wholly owned subsidiary of Tempus (the “Company”); (iv) Tempus Applied Solutions Holdings, Inc., a Delaware corporation (“PubCo”); (v) Chart Financing Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chart (“Chart Financing Sub”, and together with the Company, Chart, Tempus and PubCo, the “Merger Parties”), and (vi) [INVESTOR] (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • March 19th, 2021 • Benefit Street Partners Realty Trust, Inc. • Real estate investment trusts • New York
This PURCHASE AND EXCHANGE AGREEMENT, dated as of March 15, 2021 (this “Agreement”), is by and among BENEFIT STREET PARTNERS REALTY TRUST, INC., a Maryland corporation (the “Company”), and Security Benefit Life Insurance Company (the “Purchaser”).
HEADNOTE TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATIONPurchase and Exchange Agreement • May 14th, 2012 • Integrated Management Information, Inc. • Services-prepackaged software
On February 29, 2012, Integrated Management Information, Inc. (“IMI” or the “Company”) entered into a Purchase and Exchange Agreement (the “Purchase Agreement”), dated February 29, 2012 but effective as of the close of business on December 31, 2011, by and among IMI and International Certification Services, Inc. (ICS), and other shareholders as individually named in the Agreement (collectively the “Sellers”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • April 10th, 2013 • Blastgard International Inc • Miscellaneous chemical products • New York
THIS PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”) is dated as of March 21, 2013 among Alpha Capital Anstalt (the “Seller”), 8464081 Canada Inc. (the “Purchaser”) and Blastgard International, Inc. (the “Company”).
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • December 12th, 2012 • Utah
This Open Space Purchase and Exchange Agreement (“Agreement”) is made as of this day of December, 2012 (the “Effective Date”) by and between Summit County, a political subdivision of the State of Utah (the “County”), Snyderville Basin Special Recreation District, a local district of the State of Utah (the “District”) and Park City Municipal Corporation, a municipal corporation (the “City”) (individually referred to herein as a “Party” and jointly referred to herein as the “Parties”). The County and the District are collectively referred to herein as the “County Parties”.
PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • May 14th, 2009 • Silverleaf Resorts Inc • Real estate agents & managers (for others)
This Purchase and Exchange Agreement (“Agreement”) is made and entered into to be effective as of this 14th day of May, 2009, by and between Grace Brothers, Ltd., an Illinois limited partnership (“Holder”), Bigstar International, LLC, an Illinois limited liability company (“Seller”), and Silverleaf Resorts, Inc., a Delaware corporation (“Company”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to such terms in the Indenture (as defined).
EXHIBIT 10.1 PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • October 11th, 2005 • HealthSpring, Inc. • Illinois
VMTP Purchase and Exchange Agreement Nuveen Quality Municipal Income Fund (formerly known as Nuveen Dividend Advantage Municipal Fund) and Banc of America Preferred Funding Corporation and Blue Ridge Investments, L.L.C. October 3, 2016Purchase and Exchange Agreement • October 6th, 2016 • Bank of America Corp /De/ • National commercial banks • New York
AMENDMENT NO. 1 TO PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • November 27th, 2006 • Halo Technology Holdings, Inc. • Services-prepackaged software • Delaware
This Amendment No. 1 to Purchase and Exchange Agreement, is dated as of November , 2006 (this “Amendment”), among Halo Technology Holdings, Inc., a Nevada corporation (“Halo”) and Unify Corporation, a Delaware corporation (the “Unify”).
