Note And Warrant Purchase Agreement Sample Contracts

Note and Warrant Purchase Agreement (July 18th, 2018)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made and entered into as of July 12, 2018, by and between ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (the Company), and the lenders (each individually a Lender, and collectively the Lenders) named on the Schedule of Lenders attached hereto (the Schedule of Lenders). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

Tenth Amendment to Note and Warrant Purchase Agreement (July 16th, 2018)

This TENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of July 13, 2018 (this "Amendment"), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the "Company"), the HealthCor Parties and the Investors (each as defined below), as holders of a majority of the shares of Common Stock issued or issuable (on an as converted basis) upon conversion of the Notes and Warrants (collectively, the "Majority Investors"), and such of the Existing Investors (as defined below) who are identified as investors on Annex I attached hereto (the "Investors").

Ninth Amendment to Note and Warrant Purchase Agreement (July 11th, 2018)

This NINTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of July 10, 2018 (this "Amendment"), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the "Company"), the HealthCor Parties (as defined below), and the other holders of Notes identified on the signature pages hereto (collectively with the HealthCor Parties, and together with their respective successors and permitted assigns, the "Investors").

Gi Dynamics, Inc. Note and Warrant Purchase Agreement (June 5th, 2018)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made as of the 30th day of May, 2018 (the Effective Date) by and among GI DYNAMICS, INC., a Delaware corporation (the Company), and CRYSTAL AMBER FUND LIMITED (the Purchaser). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Note (as defined below).

Cohbar, Inc. – Note and Warrant Purchase Agreement (May 4th, 2018)

This Note and Warrant Purchase Agreement, dated as of March 29, 2018 (this "Agreement"), is entered into by and among CohBar, Inc., a Delaware corporation (the "Company") and the undersigned individual, corporation, limited liability company, partnership, trust or employee benefit plan executing this Agreement as the investor (the "Investor"), provides as follows:

Eighth AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (February 26th, 2018)

This EIGHTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of February 23, 2018 (this "Amendment"), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the "Company"), the HealthCor Parties (as defined below), as holders of a majority of the shares of Common Stock issued or issuable (on an as converted basis) upon conversion of the Notes and Warrants (the "Majority Investors"), and the investors identified on Annex I attached hereto (together with their respective successors and permitted assigns, the "Investors").

Tetridyn Solutions Inc – Ocean Thermal Energy Corporation Note and Warrant Purchase Agreement (January 3rd, 2018)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of December 28, 2017, by and among Ocean Thermal Energy Corporation, a Nevada corporation (the "Company"), and the investors listed on Exhibit A hereto who become signatories to this Agreement (each an "Investor" and, collectively, the "Investors").

CTI Industries Corporation – Amendment No. 6 to Note and Warrant Purchase Agreement (November 14th, 2017)

This AMENDMENT NO. 6 TO NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), effective as of October 17, 2017, is by and between CTI INDUSTRIES CORPORATION, an Illinois corporation ("Company"), and BMO PRIVATE EQUITY (U.S.), INC., a Delaware corporation ("Purchaser").

CTI Industries Corporation – Amendment No. 5 to NOTE AND WARRANT PURCHASE Agreement (August 14th, 2017)

This Amendment No. 5 to Note and Warrant Purchase Agreement is dated as of July 28, 2017 to be effective as of July 18, 2017, and is between CTI Industries Corporation, an Illinois corporation (the "Company"); CTI Supply, Inc., an Illinois corporation f/k/a CTI Helium, Inc., and a Wholly-Owned Subsidiary of the Company, in its capacity as a guarantor (the "Subsidiary Guarantor"); and BMO PRIVATE EQUITY (U.S.), INC., a Delaware corporation (the "Purchaser").

Communication Intelligence – iSign Solutions Inc. Note and Warrant Purchase Agreement (August 14th, 2017)

This Note Purchase Agreement (the "Agreement") is dated as of , 2016, by and among iSign Solutions Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule A attached hereto, each of which is herein referred to as an "Initial Purchaser" and the purchasers listed from time to time on Schedule B attached hereto, each of which is herein referred to as an "Additional Purchaser" and, collectively, as the "Purchasers").

Geospatial Holdings – Note and Warrant Purchase Agreement (April 14th, 2017)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is dated as of December 14, 2016, by and between Geospatial Corporation, a Nevada corporation (the "Company"), and David M. Truitt, an individual resident of Virginia (the "Purchaser").

Staffing 360 Solutions, Inc. – Note and Warrant Purchase Agreement (January 31st, 2017)

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of January 25, 2017, by and among STAFFING 360 SOLUTIONS, INC., a Nevada corporation, as issuer of the Subordinated Note and the Warrant (the "Company"), the Subsidiaries of the Company listed on the signature pages hereto and any subsidiary added hereto from time to time, as Subsidiary Guarantors, and Jackson Investment Group, LLC, as the Purchaser.

Oncobiologics, Inc. – Note and Warrant Purchase Agreement (December 23rd, 2016)

This Note and Warrant Purchase Agreement, dated as of December 22, 2016 (this "Agreement"), is entered into by and among Oncobiologics, Inc., a Delaware corporation (the "Company"), and the persons and entities listed on the schedule of purchasers attached hereto as Schedule I (each a "Purchaser" and, collectively, the "Purchasers"), as such Schedule I may be amended in accordance with Sections 1(c) and Section 7 hereof.

Amendment No. 1 to Second Amended and Restated Note and Warrant Purchase Agreement (December 22nd, 2016)

This AMENDMENT NO. 1 (this "Amendment") to that SECOND AMENDED AND RESTATED NOTE AND WARRANT PURCHASE Agreement (the "Second Amended Agreement") is made as of August 15, 2016, by and among MYnd Analytics, Inc., f/k/a CNS Response, Inc., a Delaware corporation (the "Company"), and the certain investors hereto (each, an "Investor" and together, the "Investors").

CTI Industries Corporation – Amendment No. 4 to NOTE AND WARRANT PURCHASE Agreement (November 14th, 2016)

This Amendment No. 4 to Note and Warrant Purchase Agreement is dated as of October 12, 2016, but effective as of September 30, 2016, and is between CTI Industries Corporation, an Illinois corporation (the "Company"); CTI Supply, Inc., an Illinois corporation f/k/a CTI Helium, Inc., and a Wholly-Owned Subsidiary of the Company, in its capacity as a guarantor (the "Subsidiary Guarantor"); and BMO PRIVATE EQUITY (U.S.), INC., a Delaware corporation (the "Purchaser").

General Cannabis Corporation Promissory Note and Warrant Purchase Agreement (September 26th, 2016)

This Promissory Note and Warrant Purchase Agreement (the Agreement) is made as of the 21st day of September 2016 by and between General Cannabis Corporation, a Colorado corporation (the Company) and each of the purchasers listed on Exhibit A attached to this Agreement (each a Purchaser and together the Purchasers).

Smith Micro Software, Inc. Note and Warrant Purchase Agreement (September 7th, 2016)

This Note and Warrant Purchase Agreement (this Agreement), dated as of September 2, 2016, is made by and among Smith Micro Software, Inc., a Delaware corporation (the Company), and the persons and entities listed on the schedule of investors attached hereto as Schedule I. The investors listed on Schedule I are referred to collectively herein as Investors and individually as an Investor.

CTI Industries Corporation – Amendment No. 3 to Note and Warrant Purchase Agreement (August 22nd, 2016)

This Amendment No. 3 to Note and Warrant Purchase Agreement is dated as of August 8, 2016, and is between CTI Industries Corporation, an Illinois corporation (the "Company"); CTI Supply, Inc., an Illinois corporation f/k/a CTI Helium, Inc., and a Wholly-Owned Subsidiary of the Company, in its capacity as a guarantor (the "Subsidiary Guarantor"); and BMO PRIVATE EQUITY (U.S.), INC., a Delaware corporation (the "Purchaser").

Joinder to and Amendment of Note and Warrant Purchase Agreement (July 1st, 2016)

JOINDER TO AND AMENDMENT OF NOTE AND WARRANT PURCHASE AGREEMENT (this Amendment) is dated as of June 30, 2016 and is entered into by and among AMICUS THERAPEUTICS, INC. (Amicus or the Company), a Delaware corporation with its principal place of business at 1 Cedar Brook Drive, Cranbury, New Jersey 08512, AMICUS THERAPEUTICS UK LIMITED (Amicus UK), a private limited company incorporated under the laws of England and Wales with company number 05541527 and its principal place of business at Phoenix House, Oxford Road, Tatling End, Gerrards Cross, Buckinghamshire SL9 7AP, United Kingdom, AMICUS THERAPEUTICS INTERNATIONAL HOLDING LTD (Amicus UK Holding and, together with Amicus and Amicus UK, the Amicus Parties), a private limited company incorporated under the laws of England and Wales with company number 10147996 and its principal place of business at Phoenix House, Oxford Road, Tatling End, Gerrards Cross, Buckinghamshire SL9 7AP, United Kingdom and each Purchaser identified on the sign

Nephros, Inc. – Note and Warrant Purchase Agreement (June 14th, 2016)

This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is dated as of June 3, 2016, by and among NEPHROS, INC., a Delaware corporation (the "Company"), and each purchaser identified on Schedule I attached hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Amyris – Note and Warrant pUrchase AGREEMENT (May 10th, 2016)

This Note and Warrant Purchase Agreement (this "Agreement") is made as of February 12, 2016 (the "Effective Date") by and among Amyris, Inc., a Delaware corporation (the "Company"), and the individuals or entities listed on Schedule I hereto (each, a "Purchaser," and collectively, the "Purchasers").

Note and Warrant Purchase Agreement (February 22nd, 2016)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of February 19, 2016 (the "Effective Date") by and among Amicus Therapeutics, Inc. ("Amicus" or the "Company"), a Delaware corporation with its principal place of business at 1 Cedar Brook Drive, Cranbury, New Jersey 08512, Amicus Therapeutics UK Limited ("Amicus UK," and together with the Company, the "Companies"), a private limited company incorporated under the laws of England and Wales with company number 05541527 and its principal place of business at Phoenix House, Oxford Road, Tatling End, Gerrards Cross, Buckinghamshire SL9 7AP United Kingdom, and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Second Amended and Restated Note and Warrant Purchase Agreement (February 17th, 2016)

This SECOND AMENDED AND RESTATED NOTE AND WARRANT PURCHASE Agreement (this "Agreement") is made as of December 23, 2015 by and among MYnd Analytics, Inc., f/k/a CNS Response, Inc., a Delaware corporation (the "Company"), and the investors listed on Schedule A hereto (each, an "Investor" and together, the "Investors").

Form of Note and Warrant Purchase Agreement (February 16th, 2016)

This Note and Warrant Purchase Agreement, dated as of November __, 2015 (this "Agreement") is entered into by and among VISUALANT, INCORPORATED, a Nevada corporation (the "Company"), and the persons and entity listed on the schedule of investors attached hereto as Schedule I (each an "Investor" and, collectively, the "Investors").

Cancer Prevention Pharmaceuticals, Inc. – Form of Note and Warrant Purchase Agreement (February 3rd, 2016)

This Note and Warrant Purchase Agreement (the "Agreement") is made effective as of January __, 2016 (the "Effective Date") by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the persons named on the Schedule of Lenders attached hereto as Schedule I (individually a "Lender" and collectively, the "Lenders").

Cancer Prevention Pharmaceuticals, Inc. – Note and Warrant Purchase Agreement (December 23rd, 2015)

This Note and Warrant Purchase Agreement (the "Agreement") is made effective as of March __, 2011 (the "Effective Date") by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the persons named on the Schedule of Lenders attached hereto as Schedule I (individually a "Lender" and collectively, the "Lenders").

Brooklyn Cheesecake & Dessrt – NOTE AND WARRANT PURCHASE AGREEMENT AND SECURITY AGREEMENT by and Among HERE TO SERVE - MISSOURI WASTE DIVISION, LLC, HERE TO SERVE - GEORGIA WASTE DIVISION, LLC, and MERIDIAN LAND COMPANY, LLC, as Issuers, MERIDIAN WASTE SOLUTIONS, INC., as Holdings, CERTAIN SUBSIDIARIES THEREOF, as Guarantors, THE PURCHASERS FROM TIME TO TIME PARTY HERETO, as Purchasers, and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, as Agent Dated as of August 6, 2015 (November 16th, 2015)

NOTE AND WARRANT PURCHASE AGREEMENT AND SECURITY AGREEMENT, dated as of August 6, 2015, by and among MERIDIAN WASTE SOLUTIONS, INC., a New York corporation ("Holdings"), HERE TO SERVE - MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company ("Missouri Waste"), HERE TO SERVE - GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company ("Georgia Waste"), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company ("Meridian Land", and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the "Issuers", and each a "Issuer"), the Guarantors, the purchasers from time to time party hereto (each a "Purchaser", and collectively, the "Purchasers") and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership ("Fund III") as agent for the Purchasers (in such capacity, together with its permitted successors and assigns, the "Agent").

AudioEye – Note and Warrant Purchase Agreement (October 16th, 2015)

This Note and Warrant Purchase Agreement (this "Agreement") is made and entered into as of October 9, 2015, by and among AudioEye, Inc., a Delaware corporation (the "Company"), and the investors set forth on Exhibit A attached hereto (each an "Investor" and collectively, the "Investors").

Note and Warrant Purchase Agreement (October 1st, 2015)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made as of October 1, 2015 (the Effective Date) by and among Amicus Therapeutics, Inc. (Amicus), a Delaware corporation with its principal place of business at 1 Cedar Brook Drive, Cranbury, New Jersey 08512, and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively the Purchasers).

Cancer Prevention Pharmaceuticals, Inc. – Note and Warrant Purchase Agreement (September 4th, 2015)

This Note and Warrant Purchase Agreement (the "Agreement") is made effective as of March __, 2011 (the "Effective Date") by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the persons named on the Schedule of Lenders attached hereto as Schedule I (individually a "Lender" and collectively, the "Lenders").

Convertible Promissory Note and Warrant Purchase Agreement (August 19th, 2015)

THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of May 14, 2015, by and among Hock Tiam Tay (the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS").

Kibush Capital Corp – Note and Warrant Purchase Agreement (August 5th, 2015)

This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of August 25, 2014 by and between Kibush Capital Corp., a Nevadacorporation (the "Company"), and the purchasers, severally and not jointly, listed on Schedule A hereto (collectively, the "Purchasers," and individually, a "Purchaser").

Targacept – Catalyst Biosciences, Inc. Note and Warrant Purchase Agreement (July 1st, 2015)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is made as of May 29, 2015 by and among CATALYST BIOSCIENCES, INC., a Delaware corporation (the Company), and the investors listed on Exhibit A hereto, each of which is herein referred to as an Investor.

Seventh Amendment to Note and Warrant Purchase Agreement (June 30th, 2015)

This SEVENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 26, 2015 (this "Amendment"), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the "Company"), and the undersigned Majority Investors (as defined below).

Fluoropharma Medical, Inc. – Note and Warrant Purchase Agreement (June 3rd, 2015)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), is dated as of May ___, 2015, by and between FluoroPharma Medical, Inc., a Nevada corporation (the "Company"), and the Purchasers identified on Schedule 1 hereto (the "Purchasers").