Note and Warrant Purchase Agreement Sample Contracts

ARTICLE I DEFINITIONS
Note and Warrant Purchase Agreement • February 7th, 2007 • Petrosearch Energy Corp • Crude petroleum & natural gas • Texas
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NOTE AND WARRANT PURCHASE AGREEMENT Dated as of July 28, 2011 among JUMA TECHNOLOGY CORP. and THE PURCHASERS LISTED ON EXHIBIT A
Note and Warrant Purchase Agreement • August 1st, 2011 • Vision Capital Advisors, LLC • Telephone communications (no radiotelephone) • New York

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of July 28, 2011 by and among Juma Technology Corp., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

RECITALS
Note and Warrant Purchase Agreement • March 31st, 2006 • Morton Industrial Group Inc • Plastics products, nec • Illinois
NEUROSIGMA, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of October 24, 2013, (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

AGREEMENT
Note and Warrant Purchase Agreement • December 7th, 2006 • Remote Dynamics Inc • Radiotelephone communications • New York
NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 14th, 2011 • MusclePharm Corp • Pharmaceutical preparations • Utah

THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 29, 2011 (this “Agreement”), is entered into by and between MUSCLEPHARM CORPORATION, a Nevada corporation (the “Company”), and INTER-MOUNTAIN CAPITAL CORP., a Delaware corporation, its successors or assigns (the “Buyer”).

AGREEMENT
Note and Warrant Purchase Agreement • August 17th, 2006 • Manaris Corp • Telephone communications (no radiotelephone) • New York
AUGUST 23, 2006
Note and Warrant Purchase Agreement • August 31st, 2006 • BioVex Group, Inc. • Biological products, (no disgnostic substances) • Massachusetts
NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • May 15th, 2023 • Sow Good Inc. • Food and kindred products • Nevada

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) dated May 11, 2023 (the “Closing Date”) is entered into by and among Sow Good Inc., a Nevada corporation (the “Company”) and the parties indicated as Purchasers on one or more counterpart signature pages hereof (each of which is a “Purchaser,” and collectively the “Purchasers”).

NOTE AND WARRANT PURCHASE AGREEMENT by and between LAPIS TECHNOLOGIES INC. (“Company”) and UTA CAPITAL LLC (“Purchaser”)
Note and Warrant Purchase Agreement • November 19th, 2012 • Lapis Technologies Inc • Electronic components & accessories • New York

This AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 31, 2012, by and between Lapis Technologies Inc., a Delaware corporation (the “Company”), and UTA Capital LLC, a Delaware limited liability company (“Purchaser”).

Note and Warrant Purchase Agreement
Note and Warrant Purchase Agreement • July 17th, 2023 • PARTS iD, Inc. • Services-advertising agencies • Delaware

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2023 (the “Effective Date”) by and among PARTS iD, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers”, and individually, a “Purchaser”). As used herein, the term “Requisite Purchasers” shall mean Purchasers holding more than fifty percent (50%) of the aggregate outstanding principal amount of the Notes issued pursuant to this Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Notes (as defined below).

GI Dynamics, Inc. Note and Warrant Purchase Agreement
Note and Warrant Purchase Agreement • May 17th, 2019 • Gi Dynamics, Inc. • Surgical & medical instruments & apparatus • New York

This Note and Warrant Purchase Agreement (this “Agreement”) is made as of the 15th day of March, 2019 (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).

Contract
Note and Warrant Purchase Agreement • March 10th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • June 4th, 2008 • Ediets Com Inc • Services-personal services • New York

THIS AGREEMENT is made as of May 30, 2008 by and between EDIETS.COM, INC., a Delaware corporation (the “Company”) and the entity listed on the signature page hereof as purchaser (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 15th, 2010 • Iaso Pharma Inc

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between PACIFIC BEACH BIOSCIENCES, INC., a Delaware corporation having its principal place of business at PO Box 222, La Jolla, California 92038 (the “Company”), and the undersigned (the “Subscriber”).

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 22nd, 2020 • Agrify Corp • Agricultural services • New York

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), is dated as of [_________], 2020, by and between Agrify Corporation, a Nevada corporation (the “Company”), and the Purchasers identified on Schedule 1 hereto (the “Purchasers”).

AMARANTUS THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California

This Note and Warrant Purchase Agreement, dated as of May 1, 2011, (this “Agreement”) is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

MISO ROBOTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • January 26th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • Delaware

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September __, 2019 (the “Effective Date”), by and among Miso Robitics, Inc., a Delaware corporation (the “Company”), with offices at 541 East Green Street, Pasadena, CA 91101and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each, an “Investor” and collectively, the “Investors”).

Communication Intelligence Corporation Note and Warrant Purchase Agreement Dated as of April 23, 2012
Note and Warrant Purchase Agreement • August 14th, 2012 • Communication Intelligence Corp • Computer peripheral equipment, nec • New York

This Note and Warrant Purchase Agreement (the “Agreement”) is dated as of April 23, 2012, by and among Communication Intelligence Corporation, a Delaware corporation (the “Company”), and the investors listed on Schedule A attached hereto (each an “Investor,” and, collectively, the “Investors”).

BIOCEPT, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 13, 2012 (the “Effective Date”) by and among BIOCEPT, INC., a California corporation (the “Company”) and the Investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).

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RECITAL
Note and Warrant Purchase Agreement • July 25th, 2003 • Salon Media Group Inc • Services-computer integrated systems design • Delaware
NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 30th, 2007 • Eugene Science • Pharmaceutical preparations • California

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), is executed as of November 27, 2007, by and among Eugene Science, Inc., a Delaware corporation (the "Company"), and the purchaser set forth on the signature page attached hereto (the “Purchaser”).

RECITAL
Note and Warrant Purchase Agreement • September 29th, 2003 • Salon Media Group Inc • Services-computer integrated systems design • Delaware
DUSKA THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 12th, 2006 • Duska Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of December 8, 2006 by and among Duska Therapeutics, Inc., a Nevada corporation (the “Company”), and Manuel Graiwer, herein referred to as an “Investor.”

AMARANTUS THERAPEUTICS, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • June 3rd, 2011 • Amarantus BioSciences, Inc. • Retail-retail stores, nec • California

This Note and Warrant Purchase Agreement dated as of August 25, 2010, (this “Agreement”) is entered into by and among Amarantus Therapeutics, Inc., a Delaware corporation the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an "Investor" and, collectively, the "Investors").

AGREEMENT
Note and Warrant Purchase Agreement • December 2nd, 2005 • In Touch Media Group, Inc. • Services-offices & clinics of doctors of medicine • New York
THIRTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • February 10th, 2020 • HealthCor Management, L.P. • Radio & tv broadcasting & communications equipment • Delaware

This THIRTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, dated as of February 6, 2020 (this “Amendment”), is made by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (the “Company”), each Existing Investor (as defined below) who is identified as an investor on Annex I attached hereto (the “Investors”), the HealthCor Parties (as defined below), and such additional Existing Investors as, together with the HealthCor Parties and the Investors (collectively, the “Majority Investors”), are holders of at least a majority of the shares of Common Stock issued or issuable (on an as converted basis) upon conversion of the Notes and Warrants.

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 11th, 2005 • Large Scale Biology Corp • Pharmaceutical preparations • California

This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of August 5, 2005 by and among Large Scale Biology Corporation, a Delaware corporation (the “Company”), Large Scale Bioprocessing, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Bioprocessing”), and each purchaser identified on the signature page hereto (each an “Investor” and collectively the “Investors”).

Contract
Note and Warrant Purchase Agreement • November 18th, 2014 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 13, 2014 IN FAVOR OF FIFTH THIRD BANK, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.

NOTE AND WARRANT PURCHASE AGREEMENT Dated as of August 18, 2005 by and among EDEN ENERGY CORP. and THE PURCHASERS LISTED ON EXHIBIT A
Note and Warrant Purchase Agreement • August 31st, 2005 • Eden Energy Corp • Bituminous coal & lignite surface mining • New York

This NOTE AND WARRANT PURCHASE AGREEMENT dated as of August 18, 2005 this “Agreement”) by and among Eden Energy Corp., a Nevada corporation (the "Company"), and each of the purchasers of the convertible promissory notes of the Company whose names are set forth on Exhibit A attached hereto (each a "Purchaser" and collectively, the "Purchasers").

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 20th, 2007 • New Design Cabinets, Inc. • Wood household furniture, (no upholstered) • Nevada

This Note and Warrant Purchase Agreement, dated as of ____________, 2007, (this “Agreement”) is entered into by and among New Design Cabinets, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on signature page hereto (each an “Investor” and, collectively, the “Investors”).

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