Exchange and Support Agreement Sample Contracts

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Exchange and Support Agreement • October 7th, 2005 • Intellipharmaceutics LTD • Blank checks • Ontario
ARTICLE I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Terms Generally 3 ARTICLE II EXCHANGE RIGHT 4 Section 2.1 Exchange Right 4 Section 2.2 Exchange Right Procedures 4 Section 2.3 Effect on Boulevard Class B Common Stock Surrendered 5...
Exchange and Support Agreement • January 24th, 2018 • Estre Ambiental, Inc. • Refuse systems • Delaware

This Agreement is entered into in connection with the consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil, the Company, BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Boulevard, dated as of September 11, 2017 (as amended, the “Business Combination Agreement”, and such transactions being the “Business Combination”).

FORM OF EXCHANGE AND SUPPORT AGREEMENT by and among 57TH STREET GENERAL ACQUISITION CORP. CRUMBS HOLDINGS LLC and EXCHANGING MEMBERS Dated [April] [•], 2011
Exchange and Support Agreement • April 18th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware

This Agreement is entered into pursuant to the Business Combination Agreement, by and among Parent, 57th Street Merger Sub LLC, the Company, the Exchanging Members and the representatives of the Company and the Exchanging Members (the “Member Representatives”), dated as of January 9, 2011, as amended on February 18, 2011, March 17, 2011 and on April 7, 2011 (as amended from time to time in accordance with its terms, the “Business Combination Agreement”).

SECOND AMENDED AND RESTATED EXCHANGE AND SUPPORT AGREEMENT
Exchange and Support Agreement • September 4th, 2025 • Terrestrial Energy Inc. • Fabricated plate work (boiler shops) • Ontario

THIS AGREEMENT is made this ● day of ●, 2025 among [HCM II Acquisition Corp.], a corporation continued under the laws of the State of Delaware (“ParentCo”), Terrestrial Energy Canada (Call) Inc., a corporation existing under the laws of the Province of Ontario (“CallCo”), Terrestrial Energy Canada (Exchange) Inc., a corporation existing under the laws of the Province of Ontario (the “Corporation”), and, solely for purposes of Section 6.13, Terrestrial Energy Inc. (f.k.a. Terrestrial Energy Delaware Inc.), a corporation existing under the laws of the State of Delaware (“DelawareCo”).

PRIVATE MEDIA GROUP, INC. as “PMG” and 2222026 ONTARIO INC. as “Callco” and ENTRUPHEMA INC. as “Corporation” and THE PERSONS WHO HOLD EXCHANGEABLE SHARES OF THE CORPORATION AND ARE BOUND BY THIS AGREEMENT as “Holders” Exchange and Support Agreement...
Exchange and Support Agreement • November 3rd, 2009 • Private Media Group Inc • Periodicals: publishing or publishing & printing • Ontario

THIS AGREEMENT is entered into as of this 29th day of October, 2009, by Private Media Group, Inc., a corporation incorporated under the laws of the State of Nevada (“PMG”), 2222026 Ontario Inc., a corporation incorporated under the laws of Ontario (“Callco”), Entruphema Inc., a corporation incorporated under the laws of Ontario (“Corporation”) and the persons who hold Exchangeable Shares of the Corporation and are bound by this agreement (the “Holders”).

EXCHANGE AND SUPPORT AGREEMENT by and among YATRA ONLINE, INC. and THE HOLDERS OF SHARES OF CLASS F COMMON STOCK OF TERRAPIN 3 ACQUISITION CORPORATION Dated December 16, 2016
Exchange and Support Agreement • December 22nd, 2016 • Yatra Online, Inc. • Transportation services • New York

This Agreement is entered into in connection with the consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement by and among Parent and the Company, dated as of September 28, 2016 (such transactions being the “Business Combination”).

EXTENDICARE REAL ESTATE INVESTMENT TRUST EXCHANGE AND SUPPORT AGREEMENT November 1, 2006
Exchange and Support Agreement • December 1st, 2006 • Extendicare Real Estate Investment Trust • Real estate investment trusts • Ontario

EXTENDICARE REAL ESTATE INVESTMENT TRUST, a trust governed by the laws of the Province of Ontario (hereinafter referred to as the “Fund”)

EXCHANGE AND SUPPORT AGREEMENT
Exchange and Support Agreement • July 11th, 2025

THIS EXCHANGE AND SUPPORT AGREEMENT made as of the [●] day of [●], 202[●] (the “Agreement”), among (i) QUALCOMM INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (“Qualcomm”), (ii) AQUA EXCHANGECO ULC, an unlimited liability company incorporated under the laws of British Columbia (“ExchangeCo”), (iii) AQUA HOLDCO ULC, an unlimited liability company incorporated under the laws of British Columbia (“CallCo”), and (iv) AQUA ACQUISITION SUB LLC, a limited liability company formed under the laws of the State of Delaware (“Bidco”).

EXCHANGE AND SUPPORT AGREEMENT
Exchange and Support Agreement • August 3rd, 2023 • Catcha Investment Corp • Blank checks
OPKO HEALTH, INC. - and - OTI HOLDINGS LIMITED - and -
Exchange and Support Agreement • March 31st, 2008 • Opko Health, Inc. • Blank checks • Ontario

EACH HOLDER OF EXCHANGEABLE SHARES in the capital of the Corporation listed in Schedule A to this Agreement, as amended from time to time

EXCHANGE AND SUPPORT AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP and ENGAGED CAPITAL, LLC and ENGAGED CAPITAL CO-INVEST IV-A, LP...
Exchange and Support Agreement • April 28th, 2020 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario

WHEREAS the Parent, the Issuer and the Investors have entered into a securities subscription agreement dated as of April 15, 2020 (the "Subscription Agreement") pursuant to which the Investors subscribed for the Series B-1 Preferred Shares and agreed to subscribe for, only if and to the extent the Parent exercises the Series B-2 Sale Option, the Series B-2 Preferred Shares (each as defined below);

EXCHANGE AND SUPPORT AGREEMENT by and among 57TH STREET GENERAL ACQUISITION CORP. CRUMBS HOLDINGS LLC and EXCHANGING MEMBERS Dated May 5, 2011
Exchange and Support Agreement • May 11th, 2011 • 57th Street General Acquisition Corp • Blank checks • Delaware

This Agreement is entered into pursuant to the Business Combination Agreement, by and among Parent, 57th Street Merger Sub LLC, the Company, the Exchanging Members and the representatives of the Company and the Exchanging Members (the “Member Representatives”), dated as of January 9, 2011, as amended on February 18, 2011, March 17, 2011 and on April 7, 2011 (as amended from time to time in accordance with its terms, the “Business Combination Agreement”).

EXCHANGE AND SUPPORT AGREEMENT
Exchange and Support Agreement • May 7th, 2013 • Banro Corp • Gold and silver ores • Ontario

NOW THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

EXCHANGE AND SUPPORT AGREEMENT
Exchange and Support Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario

THIS EXCHANGE AND SUPPORT AGREEMENT made as of the 16th day of September, 2022, among Rumble Inc. (formerly CF Acquisition Corp. VI), a corporation existing under the laws of Delaware (“SPAC”), 1000045728 Ontario Inc., a corporation incorporated under the laws of Ontario (“ExchangeCo”), 1000045707 Ontario Inc., a corporation incorporated under the laws of Ontario (“Callco”), and the persons who hold Exchangeable Shares of ExchangeCo and are bound by this agreement (the “Beneficiaries”).

EXCHANGE AND SUPPORT AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and ANY PERSON THAT BECOMES A HOLDER OF PREFERRED SHARES ________________ October 7, 2016 ________________
Exchange and Support Agreement • October 12th, 2016 • SunOpta Inc. • Wholesale-farm product raw materials • Ontario

AND WHEREAS the Parent and the Issuer have agreed to enter into this Agreement so as to recognize and provide for, inter alia, the right of an Investor to acquire Exchange Common Shares (as defined herein) in exchange for Preferred Shares held by an Investor or a Holder (as defined herein), all in accordance with the terms and conditions set out herein;

EXCHANGE AND SUPPORT AGREEMENT SUNOPTA INC. and SUNOPTA FOODS INC. and OAKTREE ORGANICS, L.P. and OAKTREE HUNTINGTON INVESTMENT FUND II, L.P. and ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP and ENGAGED CAPITAL, LLC and ENGAGED CAPITAL CO-INVEST IV-A, LP...
Exchange and Support Agreement • April 28th, 2020 • Engaged Capital LLC • Wholesale-farm product raw materials • Ontario

WHEREAS the Parent, the Issuer and the Investors have entered into a securities subscription agreement dated as of April 15, 2020 (the “Subscription Agreement”) pursuant to which the Investors subscribed for the Series B-1 Preferred Shares and agreed to subscribe for, only if and to the extent the Parent exercises the Series B-2 Sale Option, the Series B-2 Preferred Shares (each as defined below);

ZEKELMAN INDUSTRIES, INC. as the U.S. Company - and - [CALLCO] as CallCo - and - 6582125 CANADA INC. as Can HoldCo - and -
Exchange and Support Agreement • September 7th, 2018 • Zekelman Industries, Inc. • Steel pipe & tubes • Ontario
Term Sheet Exchange and Support Agreement
Exchange and Support Agreement • March 17th, 2008 • Alternative Asset Management Acquisition Corp. • Blank checks

-------------------------------------------------------------------------------- Parties o Alternative Asset Management Acquisition Corp. ("AAMAC"), Halcyon Management Group LLC ("Halcyon"), Partner Vehicle -------------------------------------------------------------------------------- Exchanges -------------------------------------------------------------------------------- Exchange Notice o Partner Vehicle(1) may at any time deliver to Halcyon a notice (an "Exchange Notice") specifying the number of Class B Interests of Halcyon that it wishes to exchange (the "Exchange Amount").

BPO PROPERTIES LTD. BROOKFIELD OFFICE PROPERTIES CANADA BROOKFIELD OFFICE PROPERTIES CANADA LP BPO SUB AMALCO INC. BPO PROPERTIES BAY ADELAIDE LP 1211460 ONTARIO LIMITED BPO PROPERTIES TRUST BPO PROPERTIES BANKERS COURT LP EACH ADDITIONAL PERSON WHO...
Exchange and Support Agreement • December 29th, 2011 • Brookfield Office Properties Canada • Ontario

BROOKFIELD OFFICE PROPERTIES CANADA, an unincorporated closed-end trust existing under the laws of the Province of Ontario (“BCR”)