Debenture Purchase Agreement Sample Contracts

Trillium Therapeutics Inc. – DEBENTURE PURCHASE AGREEMENT AND MERGER AGREEMENT AMONG STEM CELL THERAPEUTICS CORP. - And - 2364556 ONTARIO INC. - And - TRILLIUM THERAPEUTICS INC. - And - COVINGTON FUND II INC. - And - GROWTHWORKS CANADIAN FUND LTD. - And - BDC CAPITAL INC. - And - MaRS INVESTMENT ACCELERATOR FUND INC. March 25, 2013 (August 12th, 2014)

7. TERMINATION OF AGREEMENT 48 7.1 Termination by Certain Parties 48 7.2 Void upon Termination 49 7.3 Non-Completion Fee Payable by Trillium 49 7.4 Notice of Unfulfilled Conditions 50 8. GENERAL 50 8.1 Notices 50 8.2 Fees and Expenses 52 8.3 No Assignment 52 8.4 Binding Effect 52 8.5 Time of Essence 53 8.6 Public Announcements 53 8.7 Governing Law 53 8.8 Entire Agreement 53 8.9 Third Party Rights 53 8.10 Amendment 54 8.11 Waiver, Modifications and Remedies 54 8.12 Severability 55 8.13 Mutual Interest

Debenture Purchase Agreement (June 20th, 2014)

DEBENTURE PURCHASE AGREEMENT dated as of February 15, 2013 (this "Agreement"), by and between TIMOTHY & THOMAS LLC (the "Seller"), and DMBM, INC., a New York corporation (the "Purchaser"). Each of the Seller and the Purchaser is also herein referred to as a "Party" and collectively as the "Parties".

Codesmart Holdings, Inc. – Debenture Purchase Agreement (February 19th, 2014)
Codesmart Holdings, Inc. – Debenture Purchase Agreement (September 5th, 2013)

THIS DEBENTURE PURCHASE AGREEMENT (this "Agreement"), dated as of the date as indicated at the signature page by and between CodeSmart Holdings, Inc., a Florida corporation with its headquarters located at 275 Seventh Avenue, 7th Floor, New York, NY 10001 (the "Company"), and the subscribers identified on the signature page hereto (each a "Investor," collectively, the "Investors").

First Internet Bancorp – Subordinated Debenture Purchase Agreement (July 5th, 2013)

This Subordinated Debenture Purchase Agreement (this "Agreement") is dated as of June 28, 2013, and is made by and between First Internet Bancorp, an Indiana corporation ("Borrower"), and Community BanCapital, L.P., a Delaware limited partnership ("Lender").

Plumas Bancorp – Subordinated Debenture Purchase Agreement (May 10th, 2013)

THIS SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this Agreement) is dated as of April 15, 2013, and is made by and between PLUMAS BANCORP, a California corporation (Borrower), and COMMUNITY BANCAPITAL, L.P., a Delaware limited partnership (Lender).

Independent Bank Group Inc – LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT BETWEEN TIB THE INDEPENDENT BANKERSBANK AND INDEPENDENT BANK GROUP, INC. Dated as of December 23, 2008 (February 27th, 2013)

This LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (the Agreement), dated as of this 23rd day of December, 2008, is entered into between TIB THE INDEPENDENT BANKERSBANK, a Texas state banking association and member of the Federal Reserve System having a place of business at 350 Phelps Drive, Irving, Texas 75038 (the Lender), and INDEPENDENT BANK GROUP, INC., a Texas corporation, having its principal place of business at 2530 El Dorado Parkway, Suite 200, McKinney, Texas 75070 (the Borrower).

Amendment No. 1 to Debenture Purchase Agreement (November 21st, 2012)

THIS AMENDMENT NO. 1 TO DEBENTURE PURCHASE AGREEMENT (this "Amendment") is made and entered into as of November __, 2012, by and among MULTIBAND NE INCORPORATED, a Delaware corporation, f/k/a DirecTECH Delaware Inc. ("NE"), MULTIBAND SC INCORPORATED, a Louisiana corporation, f/k/a DirecTECH Southwest Incorporated ("SC"), MULTIBAND EC INCORPORATED, a Kentucky corporation, f/k/a JBM Inc. ("EC"), MULTIBAND NC INCORPORATED, a Michigan corporation, f/k/a Michigan Microtech Incorporated ("NC"), and MULTIBAND DV INCORPORATED, a Delaware corporation, f/k/a DirecTECH Development Corp. ("DV" and together with NE, SC, EC and NC, the "Borrowers" and each individually, a "Borrower")and Convergent Capital Partners II, L.P., a Delaware limited partnership (the "Purchaser"). This Amendment amends that certain Debenture Purchase Agreement dated as of May 27, 2009, by and among the Borrowers and the Purchaser (as the same may be amended, restated, or otherwise modified from time to time, the "Debenture

Debenture Purchase Agreement (May 11th, 2012)

This DEBENTURE PURCHASE AGREEMENT (the "Agreement"), dated this 15th day of July, 2010, is made by and between ASSURED PHARMACY, INC., a Nevada corporation (the "Company"), and JOSEPH V. MCDEVITT (the "Purchaser").

Debenture Purchase Agreement (April 27th, 2012)

This Debenture Purchase Agreement (this "Agreement") is dated as of January [ ], 2012 between Luxeyard, Inc., a corporation formed under the laws of the State of Delaware (the "Company"), and each of the entities and persons identified on the signature pages hereto (including their successors and assigns, each a "Purchaser" and collectively the "Purchasers").

Debenture Purchase Agreement (February 17th, 2012)

This Debenture Purchase Agreement (this "Agreement") is dated as of February ___, 2012 between CytoSorbents Corporation, a corporation formed under the laws of the State of Nevada (the "Company"), and each of the entities and persons identified on the signature pages hereto (including their successors and assigns, each a "Purchaser" and collectively the "Purchasers").

BeesFree, Inc. – Debenture Purchase Agreement (December 16th, 2011)

This Debenture Purchase Agreement (this "Agreement") is dated as of November 11, 2011 between BeesFree, Inc., a corporation formed under the laws of the State of Delaware (the "Company"), and each of the entities and persons identified on the signature pages hereto (including their successors and assigns, each a "Purchaser" and collectively "Purchasers").

TeamStaff – Debenture Purchase Agreement (August 15th, 2011)

THIS DEBENTURE PURCHASE AGREEMENT (this Agreement), dated as of June 1, 2011, is made by and among TeamStaff, Inc. (the Company), a New Jersey corporation with executive offices located at 1 Executive Drive, Somerset, NJ 08873, and each party executing the Purchaser Signature Page attached hereto (individually, a Purchaser and, collectively, the Purchasers).

German American Bancorp – Fifth Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement (November 29th, 2010)

This Fifth Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this "Amendment"), dated November 23, 2010, is between JPMorgan Chase Bank, N.A. ("Lender), and German American Bancorp, Inc., an Indiana Corporation ("Borrower").

AMENDMENT TO SUBORDINATED DEBENTURE PURCHASE AGREEMENT and AMENDMENT TO DEBENTURES (September 23rd, 2010)

Amendment to Subordinated Debenture Purchase Agreement and Amendment to Debentures (this Amendment) dated as of June 16, 2010 by and between LOTS INTERMEDIATE CO., a Delaware corporation (the Company), and the Purchasers of the Debentures (as defined below) (the Purchasers).

LOTS Intermediate Co. Subordinated Debenture Purchase Agreement Dated as of June 20, 2007 (September 23rd, 2010)
German American Bancorp – Fourth Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement (December 15th, 2009)

This Fourth Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this "Amendment"), dated December 10, 2009, is between JPMorgan Chase Bank, N.A. ("Lender), and German American Bancorp, Inc., an Indiana Corporation ("Borrower").

Blink Logic Inc. – Debenture Purchase Agreement (June 24th, 2009)

This Debenture Purchase Agreement (this Agreement), dated as of June __, 2009, is made by and between Blink Logic Inc., a Nevada corporation (the Company), and the Purchasers signatory hereto (collectively, the Purchasers).

German American Bancorp – Third Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement (May 8th, 2009)

This Third Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this "Amendment"), dated March 20th, 2009, is between JPMorgan Chase Bank, N.A. ("Lender), and German American Bancorp, Inc., an Indiana Corporation ("Borrower").

Taylor Capital Group, Inc. – Eighth Amendment to Loan and Subordinated Debenture Purchase Agreement (March 11th, 2009)

This EIGHTH AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (Eighth Amendment), dated as of March 2, 2009, is entered into by and between TAYLOR CAPITAL GROUP, INC., a Delaware corporation (Borrower), and BANK OF AMERICA, N.A., as successor to LASALLE BANK NATIONAL ASSOCIATION (Lender).

Taylor Capital Group, Inc. – Ninth Amendment to Loan and Subordinated Debenture Purchase Agreement (March 11th, 2009)

This NINTH AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (Ninth Amendment), dated as of March 10, 2009, is entered into by and between TAYLOR CAPITAL GROUP, INC., a Delaware corporation (Borrower), and BANK OF AMERICA, N.A., as successor to LASALLE BANK NATIONAL ASSOCIATION (Lender).

FLO Corp – Debenture Purchase Agreement (December 24th, 2008)

This Debenture Purchase Agreement (this Agreement) is dated as of December 23, 2008, between FLO Corporation, a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Convertible Secured Debenture Purchase Agreement (October 17th, 2008)

THIS CONVERTIBLE SECURED DEBENTURE PURCHASE AGREEMENT (this "Agreement") is dated as of 12th day of October, 2008, between HEALTH SYSTEMS SOLUTIONS, INC., a Nevada corporation (the "Company"), and STANFORD INTERNATIONAL BANK LIMITED, a corporation organized under the laws of Antigua and Barbuda (the "Purchaser").

This Debenture and the Securities Issuable Upon Conversion of This Debenture Have Not Been Registered Under the Securities Act of 1933, as Amended. This Debenture and the Securities Issuable Upon Conversion of This Debenture May Not Be Sold, Offered for Sale, Pledged or Hypothecated in the Absence of an Effective Registration Statement as to This Debenture Under Said Act or an Opinion of Counsel Reasonably Satisfactory to Health Systems Solutions, Inc. That Such Registration Is Not Required. This Debenture Is Subject to the Terms of the Convertible Secured Debenture Purchase Agreement, Dated A (October 17th, 2008)
Taylor Capital Group, Inc. – SEVENTH AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT BETWEEN LASALLE BANK NATIONAL ASSOCIATION AND TAYLOR CAPITAL GROUP, INC. Seventh Amendment Dated as of September 24, 2008 Sixth Amendment Dated as of January 24, 2008 Fifth Amendment Dated as of December 28, 2006 Fourth Amendment Dated as of January 12, 2006 Third Amendment Dated as of December 9, 2004 Second Amendment Dated as of June 8, 2004 First Amendment Dated as of November 27, 2003 Original Loan and Subordinated Debenture Purchase Agreement Dated as of November 27, 2002 (September 30th, 2008)

This SEVENTH AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (Seventh Amendment), dated as of September 24, 2008, is entered into by and between TAYLOR CAPITAL GROUP, INC., a Delaware corporation (Borrower), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (Lender).

SUBORDINATED DEBENTURE PURCHASE AGREEMENT Between USB Capital Resources, Inc. And Rockland Trust Company Dated as of August 27, 2008 (September 2nd, 2008)

This SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this Agreement) is dated as of August 27, 2008 and is made by and between ROCKLAND TRUST COMPANY, a Massachusetts state-chartered non-Federal Reserve member trust company (Borrower), and USB CAPITAL RESOURCES, INC., a Delaware corporation (Lender).

Gateway Financial Holdings, Inc. – Loan and Subordinated Debenture Purchase Agreement (August 11th, 2008)

This LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (the Agreement), dated as of this 30th day of May, 2008, is entered into between JPMORGAN CHASE BANK, N.A., a national banking association having a place of business at 10 South Dearborn Street, Chicago, Illinois 60603 (the Lender), and GATEWAY FINANCIAL HOLDINGS, INC., a North Carolina corporation, having its principal place of business at 1580 Laskin Road, Virginia Beach, Virginia 23451 (the Borrower).

Debenture Purchase Agreement (June 6th, 2008)
Vycor Medical Inc – Convertible Debenture Purchase Agreement (June 3rd, 2008)
Vycor Medical Inc – Convertible Debenture Purchase Agreement (June 3rd, 2008)

THIS CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (the " Agreement ") is made as of February 15, 2008, by and between Vycor Medical, Inc., a Delaware corporation (the " Company ") and Fountainhead Capital Partners Limited, an entity registered in Jersey, Channel Islands ("FCP").

Centrue Financial Corporation – AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT Between LaSalle Bank National Association and Centrue Financial Corporation Dated as of March 31, 2008 (April 3rd, 2008)

THIS AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this Agreement) is dated as of March 31, 2008 and is made by and between CENTRUE FINANCIAL CORPORATION, a Delaware Corporation (Borrower), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (Lender).

Vycor Medical Inc – Convertible Debenture Purchase Agreement (March 18th, 2008)
Vycor Medical Inc – Convertible Debenture Purchase Agreement (March 18th, 2008)
Old Second Bancorp, Inc. – Loan and Subordinated Debenture Purchase Agreement (March 17th, 2008)

THIS LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this Agreement) is dated as of January 31, 2008 and is made by and between OLD SECOND BANCORP, INC., a Delaware corporation (Borrower), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (Lender).

Taylor Capital Group, Inc. – Sixth Amendment to Loan and Subordinated Debenture Purchase Agreement (March 13th, 2008)

This SIXTH AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (Sixth Amendment), dated as of January 24, 2008, is entered into by and between TAYLOR CAPITAL GROUP, INC., a Delaware corporation (Borrower), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (Lender).