EXHIBIT 2.1 UNIT EXCHANGE AGREEMENT This Unit Exchange Agreement dated as of December 10, 1997, (the "Agreement") is by and among David A. Jeansonne, Roger E. Thomas, Allen R. Woodard (in his individual capacity and as natural tutor of Wesley William...Unit Exchange Agreement • March 31st, 1998 • Omni Energy Services Corp • Oil & gas field exploration services • Louisiana
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • May 31st, 2018 • Propel Media, Inc. • Services-computer processing & data preparation
This Fifth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of May 30, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
UNIT EXCHANGE AGREEMENT by and among PLAYBUTTON ACQUISITION CORP., PLAYBUTTON, LLC, and THE MEMBERS Dated as of October 15, 2012Unit Exchange Agreement • May 15th, 2013 • Playbutton Acquisition Corp. • New York
This Unit Exchange Agreement (“Agreement”) effective as of October 15, 2012 is entered into by and among Playbutton Acquisition Corp., a Delaware corporation (the “Parent”), Playbutton, LLC, a Delaware limited liability company (the “Company”), the members of the Company (each a “Member” and collectively, the “Members”) who have signed Exhibit A attached hereto. Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Kansas
This Unit Exchange Agreement (the “Agreement”) is entered into as of August 28, 2006 by and among ORION ETHANOL, LLC (the “Orion”), and each of the members of GATEWAY HOLDCO, L.L.C., a Kansas limited liability company (“Gateway”) that execute this Agreement on the signature page hereto (each a “Member” and collectively, the “Members”). Each of the parties hereto is referred to as a “Party,” and collectively, as the “Parties”.
ContractUnit Exchange Agreement • November 4th, 2010
Customer agrees and warrants that title to, and ownership of, the Exchange Unit shall remain with and be vested in Seller and is free and clear of any and all encumbrances of and nature whatsoever, until the earliest (a) the Exchange Unit is installed on Customer’s Aircraft or (b) when Customer has returned an Off Unit acceptable Seller as described herein, or (c) when Customer sells or exchanges the Exchange Unit to a third party, at which time to the Exchange Unit will vest in Customer. Simultaneously, title to, and ownership of, the Off Unit will vest, free and clear of any and all encumbrances of any nature whatsoever with Seller. Customer expressly agrees and warrants to perfect and deliver such title, ownership, and Off Unit to Seller as required by this agreement.
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • May 9th, 2018 • Propel Media, Inc. • Services-computer processing & data preparation
This Fourth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of May 9, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • December 29th, 2014 • Kitara Media Corp. • Services-computer processing & data preparation
This First Amendment to the Unit Exchange Agreement (this “Amendment”), with respect to the Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014, is dated as of December 23, 2014, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Kitara Holdco Corp., a Delaware corporation (“Holdco”), Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • February 9th, 2010 • Solar Capital Ltd. • Maryland
THIS UNIT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of February __, 2010, by and among Solar Cayman Limited, a Cayman Islands exempted company, Solar Offshore Limited, a Cayman Islands exempted company, and Solar Domestic LLC, a Delaware limited liability company (collectively the “Feeder Companies”), Solar Capital Management, LLC, a Delaware limited liability company (“Solar Management”) and Solar Capital Ltd., a Maryland corporation (“Solar Ltd.”). The Feeder Companies, Solar Management and Solar Ltd. are collectively the “Parties” and individually a “Party”).
SECOND AMENDMENT TO UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • May 5th, 2015 • Propel Media, Inc. • Services-computer processing & data preparation
This Second Amendment to the Unit Exchange Agreement (this “Amendment”), with respect to the Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014, is dated as of April 29, 2015, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • August 29th, 2006 • Rto Holdings Inc • Services-mailing, reproduction, commercial art & photography • Kansas
This Unit Exchange Agreement (the “Agreement”) is entered into as of August 28, 2006 by and among ORION ETHANOL, LLC (the “Orion”), and each of the members of ORION DEVELOPMENT, LLC., a Kansas limited liability company (“Orion Development”) that execute this Agreement on the signature page hereto (each a “Member” and collectively, the “Members”). Each of the parties hereto is referred to as a “Party,” and collectively, as the “Parties”.
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • March 31st, 2014 • ComHear, Inc. • Phonograph records & prerecorded audio tapes & disks • Delaware
This Unit Exchange Agreement (“Agreement”) effective as of December 5, 2013 is entered into by and among Playbutton Corporation, a Delaware corporation (the “Parent”), Taida Company, LLC, a Delaware limited liability company (the “Company”), the members of the Company (each a “Member” and collectively, the “Members”) who have signed Exhibit A attached hereto. Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.” Certain capitalized terms used in this Agreement are set forth on Exhibit B attached hereto.
UNIT EXCHANGE AGREEMENT by and among CJPG, INC., TABLEMAX HOLDINGS, LLC, THE MEMBERS and THE PRINCIPAL Dated as of June 27, 2008Unit Exchange Agreement • October 8th, 2008 • Tablemax Corp • Nevada
This UNIT EXCHANGE AGREEMENT (this “Agreement”) effective as of June 27, 2008, is entered into by and among CJPG, Inc., a Nevada corporation (the “Parent”), TableMAX Holdings, LLC, a California limited liability company (the “Company”), the members of the Company (each a “Member” and collectively, the “Members”) who have signed Exhibit A attached hereto, and solely for the purposes of Article VIII and Article IX of this Agreement, Alan Woinski, an individual (the “Principal”). Each of the parties to this Agreement are individually referred to herein as a “Party” and collectively, as the “Parties.”
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • February 26th, 2021 • RC-1, Inc. • Services-racing, including track operation • Delaware
THIS UNIT EXCHANGE AGREEMENT (this “Agreement”) is dated as of November 30, 2020 (the “Effective Date”), is between The Home Integrator Holdings, LLC, a Delaware limited liability company (the “Company”), St. Michaels Ventures, LLC, a Delaware limited liability company (“St. Michaels”), Entrepreneurs Management Group, LLC (“EMG”), Patrick Mattucci, a New Jersey resident (“Mattucci”), Charles DeVault, a New Jersey resident (“DeVault”), and Damien McElroy, a New Jersey resident (“McElroy, and together with St. Michaels, Mattucci, DeVault and McElroy, the “Members”). The Company and the Members are sometimes collectively referred to as the “Parties” and individually as a “Party”.
Xhibit LLC Unit Exchange AgreementUnit Exchange Agreement • June 7th, 2012 • NB Manufacturing, Inc. • Blank checks • Nevada
This Agreement is made as of this 9th day of August, 2011, by and among Xhibit LLC, a Nevada limited liability company, with its principal office at 774 Mays Blvd. #10-343, Incline Village, Nevada 89451 (the “Company”), Chris Richarde (“Richarde”) whose address 560 Village Drive, #26, Incline Village, NV 89450, and Jason Hrissikopoulos (“Hrissikopoulos”) whose address is 16035 Inglewood Road N.E., Kenmore, WA 98028 (Richarde and Hrissikopoulos are referred to individually as a “Member” or collectively as the “Members”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • January 28th, 2016 • Propel Media, Inc. • Services-computer processing & data preparation
This Third Amendment (this “Amendment”) to the Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”), dated as of October 10, 2014, is dated as of January 26, 2016, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”).
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • January 30th, 2024 • Triller Corp. • Services-computer programming, data processing, etc. • Delaware
This Unit Exchange Agreement (this “Agreement”) is made and entered into as of November 11, 2022 (the “Effective Date”) by and among Triller Hold Co LLC, a Delaware limited liability company (“Triller”); JuliusWorks, LLC, a Delaware limited liability company and the successor by conversion of JuliusINC. (“JuliusLLC” and, together with JuliusINC, individually or collectively, as the context may require, “Julius”); and Julius Holdings Inc., a Delaware corporation (“HoldCo”). Triller, Julius and HoldCo are referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined throughout in this Agreement shall have the meanings set forth in Section 6.1.
UNIT EXCHANGE AGREEMENT by and among MAJEED S. NAMI PERSONAL ENDOWMENT TRUST, and MAJEED S. NAMI IRREVOCABLE TRUST as the “Nami Parties” and VANGUARD NATURAL GAS, LLC, and VANGUARD NATURAL RESOURCES, LLC for the transfer of the common units of...Unit Exchange Agreement • February 29th, 2012 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Kentucky
THIS UNIT EXCHANGE AGREEMENT (this “Agreement”), dated as of February 21, 2012 (the “Execution Date”), and effective as of the Effective Date (as defined herein) is by and among Majeed S. Nami Personal Endowment Trust, (“Endowment”); Majeed S. Nami Irrevocable Trust, (“Trust” and with Endowment the “Nami Parties”); Majeed S. Nami, individually (“Nami”); Vinland Energy, LLC, Vinland Energy Operations, LLC and Vinland Energy Gathering, LLC (collectively “Vinland”); Vanguard Natural Gas, LLC, a Kentucky limited liability company (“VNG”) and Vanguard Natural Resources, LLC a Delaware limited liability company (“VNR” and with VNG, the “Vanguard Entities”). The Nami Parties and the Vanguard Parties are referred to collectively herein as the “Parties,” and each is individually referenced as a “Party.” Capitalized terms not otherwise defined shall have the meanings assigned to such terms in Article X.
UNIT EXCHANGE AGREEMENTUnit Exchange Agreement • August 13th, 2018 • Propel Media, Inc. • Services-computer processing & data preparation
This Sixth Amendment (this “Amendment”) to Unit Exchange Agreement (as amended and supplemented prior to the date hereof, the “Exchange Agreement”) is made as of August 13, 2018, by and between Kitara Media Corp., a Delaware corporation (“Kitara”), Propel Media, Inc., formerly known as Kitara Holdco Corp., a Delaware corporation (“Holdco”), Propel Media LLC, formerly known as Future Ads LLC, a California limited liability company (“Future Ads”), Lowenstein Enterprises Corporation (“Lowenstein”), Family Trust of Jared L. Pobre, U/A DTD 12/13/2004 (“Pobre Trust”), Newport Holding Trust (“Newport”) and Neptune Capital Trust (“Neptune” and together with Kitara, Holdco, Future Ads, Lowenstein, Pobre Trust and Newport, the “Parties”). Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exchange Agreement.
