Secured Note And Warrant Purchase Agreement Sample Contracts

art+design – Amended and Restated Convertible Secured Note and Warrant Purchase Agreement (January 3rd, 2014)

This AMENDED AND RESTATED CONVERTIBLE SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is entered into as of December 30, 2013, by and between Rockdale Resources Corporation, a Colorado corporation (the "Company"), and Rick Wilber (the "Investor").

art+design – Convertible Secured Note and Warrant Purchase Agreement (June 20th, 2013)

This CONVERTIBLE SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement") is entered into as of June 17, 2013, by and among Rockdale Resources Corporation, a Colorado corporation (the "Company"), and Rick Wilber (the "Investor").

Tri-Valley Corporation – Senior Secured Note and Warrant Purchase Agreement (May 7th, 2012)

This SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of May 4, 2012 (this "Agreement"), is made by and between Tri-Valley Corporation, a Delaware corporation ("Company" or "Debtor"), and George T. Gamble 1991 Trust ("Purchaser"), in respect of a 14% Senior Secured Note due April 30, 2013 in the aggregate principal amount of One Million Five Hundred Thousand Dollars and NO/100 (US$1,500,000.00) (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, the "Note") and a warrant (including all supplements thereto and amendments or modifications thereof, and all agreements given in substitution therefor or in restatement, renewal or extension thereof, in whole or in part, the "Warrant") to purchase an aggregate of 1,365,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at the exercise price of US$0.10 per share (the

Tri-Valley Corporation – Senior Secured Note and Warrant Purchase Agreement (April 5th, 2012)

This SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of March 30, 2012 (this "Agreement"), is made by and between Tri-Valley Corporation, a Delaware corporation (the "Company" or "Debtor"), and George T. Gamble 1991 Trust ("Purchaser"), in respect of a 14% Senior Secured Note due April 30, 2013 in the aggregate principal amount of Three Million Two Hundred Ninety-Eight Thousand Three Hundred Nine Dollars and 84/100 (US$3,298,309.84) (the "Note") and a warrant (the "Warrant") to purchase an aggregate of 3,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at the exercise price of US$0.19 per share (the "Exercise Price") for a period of five (5) years from the Closing Date. The Note, Warrant and Common Stock acquirable upon exercise of the Warrant ("Warrant Shares") are collectively referred to as the "Securities."

Tri-Valley Corporation – On March 30, 2012, Tri-Valley Corporation ("Tri-Valley") and the George T. Gamble 1991 Trust (The "Gamble Trust"), Being the Holder of All Three Existing Notes, Entered Into a Senior Secured Note and Warrant Purchase Agreement (The "Purchase Agreement"), Pursuant to Which the Parties Cancelled the Existing Notes in Exchange for a New Senior Secured Note in Aggregate Principal Amount of $3,298,309.84 (Which Includes Interest Accrued Through March 1, 2012), Due April 30, 2013 (The "Senior Secured Note"), Plus a Warrant to Purchase 3,000,000 Shares of Common Stock, at an Exercise Price Equal to $ (April 5th, 2012)

Reference is hereby made to the Assignment of Overriding Royalty Interest, dated as of March 30, 2012 (the "Assignment"), executed by Tri-Valley Oil & Gas Co. ("TVOG") in favor of the Gamble Trust, pursuant to which, as an inducement to the Gamble Trust to provide longer-term funding to Tri-Valley, TVOG assigned to the Gamble Trust, in perpetuity, the following overriding royalty interests (collectively, the "Assigned ORRIs"): (i) 2.0% of its overriding royalty interests on the Claflin lease, (ii) 1.0% of its overriding royalty interests with respect to all of the other leases (besides the Claflin lease) described on Exhibit A attached to the Assignment, and (iii) 1.0% of its overriding royalty interests on any other currently held or hereafter acquired lease within the area of mutual interest specified therein. The parties desire to provide that payment of the overriding royalties due under the Assigned ORRIs will not commence until after all Obligations under the Senior Secured Note

Aryx Therapeutics – Aryx Therapeutics, Inc. Secured Note and Warrant Purchase Agreement (August 16th, 2010)

THIS SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the Agreement) is made as of the 13th day of August, 2010 (the Effective Date) by and among ARYx THERAPEUTICS, INC., a Delaware corporation (the Company), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a Purchaser and collectively, the Purchasers).

Octus – Octus, Inc. Convertible Secured Note and Warrant Purchase Agreement (June 16th, 2010)

THIS CONVERTIBLE SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is dated as of June 14, 2010 (the "Agreement Date"), and is entered into by and among Octus, Inc., a Nevada corporation (the "Company") and the investors listed in Schedule 1 attached hereto (each, an "Investor" and collectively, the "Investors").

Senior Secured Note and Warrant Purchase Agreement (February 3rd, 2009)

THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT ("Agreement") is made as of January 29, 2009, by and among Patient Safety Technologies, Inc., a Delaware 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.

JPI COMMERCIAL, LLC 15% Senior Secured Notes Due June 24, 2011 GUARANTEED AND ACCOMPANIED WITH WARRANTS ISSUED BY JAZZ PHARMACEUTICALS, INC. SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT Dated as of March 14, 2008 (March 31st, 2008)

THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is hereby entered into by and among the Purchasers, JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the Company), and JPI COMMERCIAL, LLC, a Delaware limited liability company (the Borrower), with reference to the following:

Senior Secured Note and Warrant Purchase Agreement (July 31st, 2007)

THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is hereby entered into by and among the Purchasers, ORTHOVITA, INC., a Pennsylvania corporation (the Company), and LB I Group Inc., a Delaware corporation, as Collateral Agent, with reference to the following (and with the definitions of terms set forth in Schedule B being applicable hereto):

Senior Secured Note and Warrant Purchase Agreement (March 9th, 2007)

THIS SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT (this Agreement) is hereby entered into by and among the Purchasers, JAZZ PHARMACEUTICALS, INC., a Delaware corporation (the Company), and TWIST MERGER SUB, INC., a Delaware corporation (the Borrower), with reference to the following:

Crystal International Travel Group, Inc. – Crystal International Travel Group, Inc. Secured Note and Warrant Purchase Agreement (December 15th, 2006)

THIS SECURED NOTE AND WARRANT PURCHASE AGREEMENT is made as of the day of November, 2006 (the Effective Date) by and among CRYSTAL INTERNATIONAL TRAVEL GROUP, INC., a Delaware corporation (the Company), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a Purchaser and collectively, the Purchasers).

Crystal International Travel Group, Inc. – Crystal International Travel Group, Inc. Secured Note and Warrant Purchase Agreement (December 1st, 2006)

THIS SECURED NOTE AND WARRANT PURCHASE AGREEMENT is made as of the day of November, 2006 (the Effective Date) by and among CRYSTAL INTERNATIONAL TRAVEL GROUP, INC., a Delaware corporation (the Company), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a Purchaser and collectively, the Purchasers).

Crystal International Travel Group, Inc. – Mobile Reach International, Inc. (May 9th, 2006)
SOFTBRANDS, INC. Senior Subordinated Secured Note and Warrant Purchase Agreement Dated as of November 26, 2002 (January 14th, 2005)