Amended And Restated Warrant Agreement Sample Contracts

Capitol Acquisition Holding Co Ltd. – Amendment No. 1 to Amended and Restated Warrant Agreement (May 18th, 2018)

This Amendment (this "Amendment") is made as of May 18, 2018 by and between Cision Ltd., an exempted company incorporated in the Cayman Islands (the "Company") and Continental Stock Transfer & Trust Company, a New York Corporation (the "Warrant Agent"), and constitutes an amendment to that certain Amended and Restated Warrant Agreement, dated as of October 17, 2017 (the "Existing Warrant Agreement"), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.

M III Acquisition Corp. – Amended and Restated Warrant Agreement (March 29th, 2018)

THIS AMENDED AND RESTATED WARRANT AGREEMENT (Agreement) dated as of March 26, 2018 is between INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC., a Delaware corporation formerly known as M III Acquisition Corp. (Company), and Continental Stock Transfer & Trust Company, a New York corporation (Warrant Agent) and amends and restates the Warrant Agreement dated July 7, 2016 by and between Company and the Warrant Agent (the Original Warrant Agreement).

Capitol Acquisition Holding Co Ltd. – Amended and Restated Warrant Agreement (March 13th, 2018)

THIS AMENDED AND RESTATED WARRANT AGREEMENT ("Agreement") dated as of October 17, 2017 is between Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability, ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Warrant Agent").

Bluerock Residential Growth REIT, Inc. – AMENDMENT TO AMENDED AND RESTATED WARRANT AGREEMENT BLUEROCK RESIDENTIAL GROWTH REIT, INC. And COMPUTERSHARE, INC. And COMPUTERSHARE TRUST COMPANY N.A. (July 21st, 2017)
Third Amended and Restated Warrant Agreement Dated as of November __, 2016 (November 8th, 2016)

THIRD AMENDED AND RESTATED WARRANT AGREEMENT dated as of November __, 2016 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Chart Acquisition Corp. – Third Amended and Restated Warrant Agreement (June 12th, 2015)

THIS THIRD AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of June 11, 2015, is by and between Chart Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Chart Acquisition Corp. – Third Amended and Restated Warrant Agreement (June 12th, 2015)

THIS THIRD AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of June 11, 2015, is by and between Chart Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

AMENDED AND RESTATED WARRANT AGREEMENT Between RLJ ENTERTAINMENT, INC. And COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Dated as of February 1, 2015 (May 8th, 2015)

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of February 1, 2015, is by and between RLJ Entertainment, Inc., a Nevada corporation (the "Company"), and Computershare Inc., a Delaware corporation ("Computershare"), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company ("Computershare Trust"). Computershare and Computershare Trust are collectively referred to in this Agreement as the Warrant Agent (the "Warrant Agent").

Chart Acquisition Corp. – Second Amended and Restated Warrant Agreement (March 13th, 2015)

THIS SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of March 11, 2015, is by and between Chart Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Chart Acquisition Corp. – Second Amended and Restated Warrant Agreement (March 13th, 2015)

THIS SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of March 11, 2015, is by and between Chart Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Alion Science & Technology Corp – AMENDED AND RESTATED WARRANT AGREEMENT Dated as of August 18, 2014 and Amended as of November 5, 2014 Between ALION SCIENCE AND TECHNOLOGY CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Warrant Agent _________________________ Warrants for Common Stock of Alion Science and Technology Corporation _________________________ (December 30th, 2014)
These Securities Have Not Been Registered Under the Securities Act of 1933, as Amended, or Any State Securities Laws. They May Not Be Sold, Offered for Sale, Pledged or Hypothecated in the Absence of an Effective Registration Statement Related Thereto or an Opinion of Counsel (Which May Be Company Counsel) Reasonably Satisfactory to the Company That Such Registration Is Not Required Under the Securities Act of 1933, as Amended, and Any Applicable State Securities Laws. (December 22nd, 2014)

THIS AMENDED AND RESTATED WARRANT AGREEMENT AMENDS AND RESTATES THE WARRANT AGREEMENT DATED NOVEMBER 15, 2013 AND REPLACES AND SUPERSEDES ALL OTHER WARRANT AGREEMENTS BETWEEN THE WARRANTHOLDER AND THE COMPANY.

Chart Acquisition Corp. – Amended and Restated Warrant Agreement (September 12th, 2014)

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this "Agreement"), dated as of September 12, 2014, is by and between Chart Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Zion Oil & Gas Inc – Amended and Restated Warrant Agreement (April 1st, 2014)

THIS AMENDED AND RESTATED WARRANT AGREEMENT ("Warrant Agreement"), dated March 27, 2014, by and between Zion Oil & Gas, Inc., a Delaware corporation (the "Company"), and Registrar and Transfer Company, a New Jersey corporation (the "Warrant Agent").

New Media Investment Group Inc. – Amended and Restated Warrant Agreement (January 28th, 2014)

This AMENDED AND RESTATED WARRANT AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this Warrant Agreement), is entered into as of January 15, 2014, by and between NEW MEDIA INVESTMENT GROUP INC., a Delaware corporation (the Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability company, as warrant agent (together with any successor appointed pursuant to Section 21 hereof, the Warrant Agent). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan (as defined below).

AMENDED AND RESTATED WARRANT AGREEMENT BETWEEN GENERAL GROWTH PROPERTIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as WARRANT AGENT Effective as of October 28, 2013 Page (November 6th, 2013)

WHEREAS, the Company is issuing and delivering warrant certificates (the Warrant Certificates) evidencing Warrants to purchase up to an aggregate of 120,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 57,500,000 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between Brookfield Retail Holdings (formerly known as REP Investments LLC) and the Company (as amended from time to time, the Investment Agreement), (b) Series A-2 Warrants to purchase 41,071,429 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of The Fairholme Fund and The Fairholme Focused Income Fund (each a Fairholme Purchaser, and collectively, the Fairholme Purchasers) and the Company (as amended from time to ti

Second Amended and Restated Warrant Agreement Dated as of October 11, 2013 (October 15th, 2013)

SECOND AMENDED AND RESTATED WARRANT AGREEMENT dated as of October 11, 2013 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Second Amended and Restated Warrant Agreement Dated as of [__________], 2013 (October 4th, 2013)

SECOND AMENDED AND RESTATED WARRANT AGREEMENT dated as of [_______], 2013 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

Nv5 Holdings Inc. – Amended and Restated Warrant Agreement (September 27th, 2013)

THIS AMENDED AND RESTATED WARRANT AGREEMENT (Warrant Agreement), dated as of September 24, 2013, by and between NV5 HOLDINGS, INC., a Delaware corporation (the Company), and Registrar and Transfer Company, a New Jersey corporation (the Warrant Agent).

Second Amended and Restated Warrant Agreement Dated as of [__________], 2013 (August 29th, 2013)

AMENDED AND RESTATED WARRANT AGREEMENT dated as of [_______], 2013 (this "Agreement"), between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), Computershare, Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (collectively with Computershare, the "Warrant Agent").

SECOND AMENDED AND RESTATED WARRANT AGREEMENT Dated as of August 12, 2013 Between GENERAL MOTORS COMPANY and U.S. BANK NATIONAL ASSOCIATION as Warrant Agent (August 12th, 2013)

This Second Amended and Restated Warrant Agreement ("Warrant Agreement") dated as of August 12, 2013 is between General Motors Company, a Delaware corporation (the "Company"), and U.S. Bank National Association (the "Warrant Agent").

FORM OF SECOND AMENDED AND RESTATED WARRANT AGREEMENT Dated as of August [ ], 2013 Between GENERAL MOTORS COMPANY and U.S. BANK NATIONAL ASSOCIATION as Warrant Agent (August 7th, 2013)

This Second Amended and Restated Warrant Agreement (Warrant Agreement) dated as of August [ ], 2013 is between General Motors Company, a Delaware corporation (the Company), and U.S. Bank National Association (the Warrant Agent).

Cempra Inc. – AMENDED AND RESTATED WARRANT AGREEMENT to Purchase Shares of the Common Stock of Cempra, Inc. Dated as of December 20, 2011 (The Effective Date) Amended and Restated on May 31, 2013 (The Amendment Date) (June 6th, 2013)

WHEREAS, CEMPRA, Inc., a Delaware corporation, has entered into a Loan and Security Agreement dated as of the Effective Date, as amended, supplemented or otherwise modified (the Loan Agreement) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the Warrantholder), and Hercules Capital Funding Trust 2012-1;

TRONOX LIMITED AND TRONOX INCORPORATED AMENDED AND RESTATED WARRANT AGREEMENT Dated as of June 15, 2012 Warrants to Purchase Class a Ordinary Shares in Tronox Limited and Cash (June 20th, 2012)

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this Agreement), dated as of June 15, 2012, is entered into by and among TRONOX LIMITED, a public limited company registered under the laws of Western Australia, Australia (the Company), Tronox Incorporated, a Delaware corporation (Tronox Inc.), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the Warrant Agent or individually, Computershare and the Trust Company, respectively). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

Re: Amended and Restated Warrant Agreement (August 4th, 2011)

Reference is made to the form of Amended and Restated Warrant Agreement attached hereto as Annex A (the Amended and Restated Warrant Agreement), to be entered into between CMP Susquehanna Radio Holdings Corp., a Delaware corporation (Radio Holdings), and Computershare Trust Company, N.A., as the warrant agent thereunder (the Warrant Agent), effective as of immediately following the closing of the transactions contemplated by the Exchange Agreement, dated January 31, 2011, among Cumulus Media Inc., a Delaware corporation (CMI), the Sellers party thereto and the Sellers Representative party thereto. The Amended and Restated Warrant Agreement will, effective as of immediately following such closing, replace in its entirety the Warrant Agreement, dated March 26, 2009, between Radio Holdings and the Warrant Agent. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Warrant Agreement. This letter agreement (this Agreement) s

Amended and Restated Warrant Agreement (August 4th, 2011)

This Amended and Restated Warrant Agreement, dated as of August 1, 2011 (this Warrant Agreement), is between CMP SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation (the Company), and COMPUTERSHARE TRUST COMPANY, N.A. (the Warrant Agent).

Amended and Restated Warrant Agreement (June 29th, 2011)

This Amended and Restated Warrant Agreement (the Agreement), made and entered into as of February 15, 2010 (the Effective Date), by and between ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the Company), and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, a New York corporation, as Warrant Agent (the Warrant Agent).

Amended and Restated Warrant Agreement (June 21st, 2011)

This Amended and Restated Warrant Agreement (the Agreement), made and entered into as of February __, 2010 (the Effective Date), by and between ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the Company), and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, a New York corporation, as Warrant Agent (the Warrant Agent).

Danaos Corp. – Amended and Restated Warrant Agreement (May 25th, 2011)

THIS AMENDED AND RESTATED WARRANT AGREEMENT, dated as of May 10, 2011, is entered into between DANAOS CORPORATION, a Marshall Islands corporation (the Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as warrant agent (the Warrant Agent).

Liberty Acquisition Holdings – Amendment No. 1 to Second Amended and Restated Warrant Agreement (December 2nd, 2010)

This Amendment (this Amendment) is made as of November 29, 2010 by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the Company), Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (Liberty Virginia), Continental Stock Transfer & Trust Company, a New York corporation (the Warrant Agent), and Promotora de Informaciones, S.A., a sociedad anonima organized under the laws of Spain (PRISA).

Service First Bancorp – Second Amended and Restated Warrant Agreement (September 28th, 2010)

This Second Amended and Restated Warrant Agreement (this Warrant Agreement) is made as of September 27, 2010 between Western Liberty Bancorp (formerly known as Global Consumer Acquisition Corp.), a Delaware corporation, with offices at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019 (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the Warrant Agent), and amends and restates in its entirety that certain Amended and Restated Warrant Agreement, dated as of July 20, 2009, as amended by that certain Amendment No. 1, dated as of October 7, 2009, each between the Company and the Warrant Agent (as amended, the Prior Warrant Agreement).

Western Liberty Bancorp – Second Amended and Restated Warrant Agreement (September 28th, 2010)

This Second Amended and Restated Warrant Agreement (this Warrant Agreement) is made as of September 27, 2010 between Western Liberty Bancorp (formerly known as Global Consumer Acquisition Corp.), a Delaware corporation, with offices at 1370 Avenue of the Americas, 28th Floor, New York, New York 10019 (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the Warrant Agent), and amends and restates in its entirety that certain Amended and Restated Warrant Agreement, dated as of July 20, 2009, as amended by that certain Amendment No. 1, dated as of October 7, 2009, each between the Company and the Warrant Agent (as amended, the Prior Warrant Agreement).

AMENDED AND RESTATED WARRANT AGREEMENT Between NORTEK, INC. AS ISSUER and U.S. BANK NATIONAL ASSOCIATION AS WARRANT AGENT August 16, 2010 (August 17th, 2010)
AMENDED AND RESTATED WARRANT AGREEMENT to Purchase Shares of the Series a Preferred Stock of Aegerion Pharmaceuticals, Inc. Dated as of September 29, 2008 (The Effective Date) (August 10th, 2010)

WHEREAS, Aegerion Pharmaceuticals, Inc., a Delaware corporation (the Company), entered into a Senior Loan and Security Agreement, dated as of March 30, 2007 (the Loan Agreement) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the Warrantholder);

Liberty Acquisition Holdings – Form of Amendment No. 1 to Second Amended and Restated Warrant Agreement (August 9th, 2010)

This Amendment (this Amendment) is made as of [ ], 2010 by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the Company), Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation (Liberty Virginia), Continental Stock Transfer & Trust Company, a New York corporation (the Warrant Agent), and Promotora de Informaciones, S.A., a sociedad anonima organized under the laws of Spain (PRISA).