And Warrant Purchase Agreement Sample Contracts

Natural Resource Partners Lp – Class a Convertible Preferred Unit and Warrant Purchase Agreement Dated February 22, 2017 by and Among Natural Resource Partners L.P., Bto Carbon Holdings L.P., (March 6th, 2017)

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P., dated as of [*], is entered into by and among NRP (GP) LP, a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership as provided herein.

Globus Maritime Limited – SHARE AND WARRANT PURCHASE AGREEMENT Among GLOBUS MARITIME LIMITED and THE PURCHASERS NAMED ON SCHEDULE a HERETO (February 9th, 2017)

Article I DEFINITIONS 4 Section 1.1 Definitions 4 Article II AGREEMENT TO SELL AND PURCHASE 8 Section 2.1 Sale and Purchase 8 Section 2.2 Closing 8 Section 2.3 Mutual Conditions 8 Section 2.4 Each Purchaser's Conditions 9 Section 2.5 The Company's Conditions 9 Section 2.6 Company Deliveries 10 Section 2.7 Purchaser Deliveries 11 Section 2.8 Discounts 12 Section 2.9 Independent Nature of Purchasers' Obligations and Rights 12 Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 Section 3.1 Outstanding Shares; Capitalization 12 Section 3.2 Subsidiaries 13 Section 3.3 Permits to Conduct Operations 14 Section 3.4 No Conflict 14 Section 3.5 Approvals 15 Section 3.6 Per

Globus Maritime Limited – Share and Warrant Purchase Agreement (November 29th, 2016)

This SHARE AND WARRANT PURCHASE AGREEMENT, effective as of November 28, 2016 (this "Agreement"), is among Globus Maritime Limited, a Marshall Islands corporation (the "Company"), and one or more purchasers listed on Schedule A hereof (each a "Purchaser" and collectively, the "Purchasers").

Capstone Therapeutics – Lipimetix Development, Inc. Series B Preferred Stock and Warrant Purchase Agreement (August 26th, 2016)

This Series B Preferred Stock AND WARRANT Purchase Agreement (this "Agreement") is made and entered into as of August 25, 2016, by and among LipimetiX Development, Inc., a Delaware corporation (the "Company"), and the investors set forth on Exhibit A attached to this Agreement (each, a "Purchaser" and collectively, the "Purchasers").

Teekay Offshore Partners Lp – SERIES D PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT by and Among TEEKAY OFFSHORE PARTNERS L.P. And THE PURCHASERS NAMED ON SCHEDULE a HERETO (June 30th, 2016)

This SERIES D PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT, dated June 22, 2016 (as further defined below, this Agreement), is by and among TEEKAY OFFSHORE PARTNERS L.P., a Marshall Islands limited partnership (the Partnership), and the purchasers listed on Schedule A hereof (each a Purchaser and collectively, the Purchasers).

Class a Convertible Preferred Unit and Warrant Purchase Agreement Dated April 21, 2016 by and Among Ngl Energy Partners Lp And (April 27th, 2016)

CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT dated April 21, 2016 (this "Agreement"), by and among NGL Energy Partners LP, a Delaware limited partnership (the "Partnership"), and each of the Purchasers listed in Schedule A attached hereto (each referred to herein as a "Purchaser" and collectively, the "Purchasers").

Cortex Pharmaceuticals – Second Amended and Restated Common Stock and Warrant Purchase Agreement (August 31st, 2015)

This Common Stock and Warrant Purchase Agreement, dated as of [ ], 2015 (this "Agreement"), is entered into by and among Cortex Pharmaceuticals, Inc. (the "Company"), a corporation incorporated in the state of Delaware, and the undersigned persons and entities listed on the schedule of investors attached hereto as Schedule I (the "Investors"). This Agreement is expected to be one of several like agreements, collectively the "Common Stock and Warrant Purchase Agreements."

Convertible Debenture and Warrant Purchase Agreement (April 15th, 2015)

THIS CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT is made as of November 5, 2014, by and among Wonderland Capital Corp., (the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS").

Convertible Promissory Note and Warrant Purchase Agreement (April 15th, 2015)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of March 1, 2014 by and between Mr. Anthony Freda Jr., (the "Investor") and VG Life Sciences, Inc. (the "Company" or "VGLS").

Convertible Promissory Note and Warrant Purchase Agreement (April 15th, 2015)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of March 1, 2014 by and between Mr. Robert Siegel, (the "Investor") and VG Life Sciences, Inc. (the "Company" or "VGLS").

Convertible Promissory Note and Warrant Purchase Agreement (January 22nd, 2015)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of January 15, 2015, by and among MedBridge Venture Fund, LLC, a California limited liability company (the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS").

Convertible Promissory Note and Warrant Purchase Agreement (November 13th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of January 24, 2014 by and between KED Consulting Group LLC, (the "Investor") and VG Life Sciences, Inc. (the "Company" or "VGLS").

Convertible Promissory Note and Warrant Purchase Agreement (September 10th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of July 9, 2014, by and among DW Odell Company, LLC, a California limited liability company (the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS").

Convertible Promissory Note and Warrant Purchase Agreement (September 10th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of July 9, 2014, by and among Wild Harp Holdings, LLC, a California limited liability company (the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS").

Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (July 18th, 2014)

THIS SUBORDINATED SECURED CONVERTIBLE BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of the ____ day of July, 2014 by and among DATARAM CORPORATION, a New Jersey corporation (the "Company"), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a "Purchaser" and together the "Purchasers").

Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (July 18th, 2014)

THIS SUBORDINATED SECURED CONVERTIBLE BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of the 15th day of July, 2014 by and among DATARAM CORPORATION, a New Jersey corporation (the "Company"), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a "Purchaser" and together the "Purchasers").

Omni Bio Pharmaceutical, Inc. LOAN AND WARRANT PURCHASE AGREEMENT (April 25th, 2014)

This LOAN AND WARRANT PURCHASE AGREEMENT ("Agreement") is made as of April 15, 2014 (the "Effective Date") by and among Omni Bio Pharmaceutical, Inc., a Colorado corporation (the "Company"), and Bohemian Investments, LLC, a Colorado limited liability company (the "Lender").

Radius Health, Inc. – Amendment No. 1 to Series B-2 Convertible Preferred Stock and Warrant Purchase Agreement (April 1st, 2014)

This Amendment No. 1, dated as of March 28, 2014 (the Amendment), by and among Radius Health, Inc., a Delaware corporation (the Corporation), and the Series B-2 Majority Investors, amends that certain Series B-2 Convertible Preferred Stock and Warrant Purchase Agreement, dated February 14, 2014, by and among the Corporation and the Investors referenced therein (the Agreement). Capitalized terms used in this Amendment without definition shall have the same meaning as set forth in the Agreement unless otherwise indicated.

Fourth Amendment to Revolving Credit, Security and Warrant Purchase Agreement (May 3rd, 2013)

This FOURTH AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT (this "Amendment") dated and with effect as of May 3, 2013 is made and entered into by and between Roomlinx, Inc., a Nevada corporation ("Borrower"), and Cenfin LLC, a Delaware limited liability company (the "Lender").

Coupon Express Inc. – Cumulative Convertible Senior Note and Warrant Purchase Agreement (June 6th, 2012)

THIS CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of the 24th day of October, 2011 and as amended as of May 31, 2012 with the consent of the Purchasers, by and among COUPON EXPRESS, INC., a Nevada corporation (the " Company"), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a "Purchaser " and together the "Purchasers").

Third Amendment to Revolving Credit, Security and Warrant Purchase Agreement (December 23rd, 2011)

This THIRD AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT (this "Amendment") dated and with effect as of December 21, 2011 is made and entered into by and between Roomlinx, Inc., a Nevada corporation ("Borrower"), and Cenfin LLC, a Delaware limited liability company (the "Lender").

Coupon Express Inc. – Cumulative Convertible Senior Note and Warrant Purchase Agreement (November 1st, 2011)

THIS CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of the 24th day of October, 2011 by and among COUPON EXPRESS, INC., a Nevada corporation (the "Company"), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a "Purchaser" and together the "Purchasers").

Midland States Bancorp, Inc. – AMENDED AND RESTATED 2010 EXCHANGE AND WARRANT PURCHASE AGREEMENT Effective December 31, 2010 (May 13th, 2011)

THIS AMENDED AND RESTATED 2010 EXCHANGE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made as of December 31, 2010 by and between RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (Lender), and MIDLAND STATES BANCORP, INC., a Delaware corporation (Borrower).

Midland States Bancorp, Inc. – AMENDED AND RESTATED 2009 EXCHANGE AND WARRANT PURCHASE AGREEMENT Effective December 31, 2010 (May 13th, 2011)

THIS AMENDED AND RESTATED 2009 EXCHANGE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made as of December 31, 2010 by and between RICHARD E. WORKMAN 2001 TRUST, an Illinois trust dated July 4, 2001 (Lender), and MIDLAND STATES BANCORP, INC., a Delaware corporation (Borrower).

Flagstone Reinsurance Holdings Limited – Share and Warrant Purchase Agreement (March 2nd, 2011)

SHARE AND WARRANT PURCHASE AGREEMENT (this "Agreement") dated as of December 8, 2010, among Limestone Business Limited, a limited company organized under the laws of the British Virgin Islands ("Limestone"), Haverford (Bermuda) Limited, a company organized under the laws of the Islands of Bermuda ("Haverford" and, together with Limestone, the "Shareholders"), Mark J. Byrne of Roughill, 6 Long Lane, Hamilton Parish, Bermuda (" ;Byrne") and Flagstone (Bermuda) Holdings Limited, a company organized under the laws of the Islands of Bermuda (the "Company").

ECO Building Products, Inc. – REVOLVING CREDIT and WARRANT PURCHASE AGREEMENT (February 16th, 2011)

THIS REVOLVING CREDIT AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of February 14th , 2011 by and between MANHATTAN RESOURCES LIMITED, a Singapore corporation ("Lender") and ECOBLU PRODUCTS, INC., a Colorado corporation (the "Borrower") and is effective on the date (the "Effective Date") determined in accordance with Section 5.6.

SERIES D AND WARRANT PURCHASE AGREEMENT Among Geokinetics Inc., and the Purchasers Listed on Schedule 2.2 Hereto Dated as of December 14, 2010 (December 15th, 2010)

This SERIES D AND WARRANT PURCHASE AGREEMENT (this Agreement), dated as of December 14, 2010, among Geokinetics Inc., a Delaware corporation (the Company), and the Persons listed on Schedule 2.2 (each a Purchaser and collectively, the Purchasers).

Sagent Pharmaceuticals Inc. – Sagent Holding Co. Series B-1 Preference Shares and Warrant Purchase Agreement (December 6th, 2010)

This Series B-1 Preference Shares and Warrant Purchase Agreement (the Agreement) is made and entered into as of April 6, 2010 by and between Sagent Holding Co., a Cayman Islands exempted company (the Company), and the entity listed on the Schedule of Purchasers attached hereto as Exhibit A-1 (the Purchaser or Key Gate).

Environmental Tectonics Corp. – Secured Credit Facility and Warrant Purchase Agreement (November 24th, 2010)

THIS SECURED CREDIT FACILITY AND WARRANT PURCHASE AGREEMENT (this Agreement), dated as of April 24, 2009, is made by and between Environmental Tectonics Corporation, a Pennsylvania corporation (the Borrower), and H.F. Lenfest (the Lender). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

Sky-Mobi – Series a Preferred Share and Warrant Purchase Agreement (November 19th, 2010)

THIS SERIES A PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT (the Agreement) is made as of July 16, 2007, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the Company), SEQUOIA CAPITAL CHINA II, L.P., a company duly incorporated and validly existing under the Laws of the Cayman Islands (Sequoia Capital or the Investor), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the Founders and each, a Founder ), XPLANE LIMITED, a company duly incorporated and validly existing under the Laws of the British Virgin Islands (the Founders Holdco), PUSIDA (BEIJING) TECHNOLOGIES CO., LTD. ( () ), a wholly foreign owned enterprise duly organized and validly existing under the Laws of the PRC (the WFOE), HANGZHOU MIJIA TECHNOLOGIES CO., LTD. (), a company organized and ex

Sky-Mobi – AMENDMENT NO. 1 to SERIES a PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT and AMENDMENT NO. 2 to SHAREHOLDERS AGREEMENT (November 19th, 2010)

THIS AMENDMENT NO. 1 TO SERIES A PREFERRED SHARE AND WARRANT PURCHASE AGREEMENT AND AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT (the Amendment) is made as of March 1st, 2010, by and among PROFIT STAR LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the Company), SEQUOIA CAPITAL CHINA II, L.P., a limited partnership duly established and validly existing under the Laws of the Cayman Islands, SEQUOIA CAPITAL CHINA PARTNERS FUND II, L.P., a limited partnership duly established and validly existing under the Laws of the Cayman Islands, and SEQUOIA CAPITAL CHINA PRINCIPALS FUND II, L.P., a limited partnership duly established and validly existing under the Laws of the Cayman Islands (collectively, Sequoia Capital or the Investors), ZHU Qinyi (), SONG Tao (), QU Li (), TANG Yan (), XIA Zhiyi (), JIN Zi (), QU Guoping (), WU Wenjie (), WANG Zhe (), YAN Qing (), ZENG Rui () and SHAO Wanyan (), each a citizen of the PRC (collectively the Fo

Second Amendment to Revolving Credit, Security and Warrant Purchase Agreement (August 19th, 2010)

This SECOND AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT (this "Amendment") dated as of July 30, 2010 and with effect as of July 15, 2010 is made and entered into by and between Roomlinx, Inc., a Nevada corporation ("Borrower"), and Cenfin LLC, a Delaware limited liability company (the "Lender").

First Amendment to Revolving Credit, Security and Warrant Purchase Agreement (March 11th, 2010)

This FIRST AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT (this "Amendment") dated as of March 10, 2010 is made and entered into by and between Roomlinx, Inc., a Nevada corporation ("Borrower"), and Cenfin LLC, a Delaware limited liability company (the "Lender").

NovaRay Medical, Inc. – Series B Convertible Participating Preferred Stock and Warrant Purchase Agreement (November 2nd, 2009)

This SERIES B CONVERTIBLE PARTICIPATING PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the Agreement) is dated as of October 27, 2009 by and among NovaRay Medical, Inc., a Delaware Corporation (the Company), and each of the Purchasers of shares of Series B Convertible Participating Preferred Stock and Warrants of the Company whose names are set forth on Exhibit A hereto (individually, a Purchaser and collectively, the Purchasers).

Nuvelo – Lease Termination and Warrant Purchase Agreement (September 24th, 2009)

THIS LEASE TERMINATION AND WARRANT PURCHASE AGREEMENT (this Agreement) is entered into as of this 18th day of September, 2009, by and between BMR-201 INDUSTRIAL ROAD LLC, a Delaware limited liability company (Landlord), BIOMED REALTY, L.P., a Maryland limited partnership (BioMed), and ARCA BIOPHARMA, INC., a Delaware corporation (f.k.a., Nuvelo, Inc., Tenant).