Warrant Agreement Sample Contracts

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WARRANT AGREEMENT Dated as of November 14, 2017 Between GULFMARK OFFSHORE, INC., and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent (November 17th, 2017)

WARRANT AGREEMENT dated as of November 14, 2017 (this "Agreement"), between GulfMark Offshore, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent").

Warrant Agreement (November 16th, 2017)

THIS AGREEMENT, dated as of February 16, 2016, among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the "Company") and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the "Guarantor"), and THE BANK OF NEW YORK MELLON (the "Warrant Agent").

GigCapital, Inc. – GIGCAPITAL, INC. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT (November 15th, 2017)

THIS WARRANT AGREEMENT (this Agreement), dated as of December [], 2017, is by and between GigCapital, Inc., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).

Big Rock Partners Acquisition Corp. – Warrant Agreement (November 14th, 2017)

THIS WARRANT AGREEMENT ("Agreement") dated as of [ ], 2017 is between Big Rock Partners Acquisition Corp., a Delaware corporation, ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Warrant Agent").

WARRANT AGREEMENT Between GULFMARK OFFSHORE, INC. AS ISSUER and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT November 14, 2017 (November 14th, 2017)

This WARRANT AGREEMENT (this "Agreement") is dated as of November 14, 2017, between GulfMark Offshore, Inc., a Delaware corporation, as issuer (the "Company" or the "Debtor"), and American Stock Transfer & Trust Company, LLC, as warrant agent (the "Warrant Agent").

REDEMPTION WARRANT AGREEMENT Dated as of Between GULFMARK OFFSHORE, INC., and [NAME] as Warrant Agent (November 14th, 2017)

REDEMPTION WARRANT AGREEMENT dated as of [*] (this "Agreement"), between GulfMark Offshore, Inc., a Delaware corporation (the "Company"), and [NAME], as warrant agent (the "Warrant Agent").

Myovant Sciences Ltd. – Myovant Sciences Ltd. Form of Debt Securities Warrant Agreement (November 13th, 2017)

DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of between MYOVANT SCIENCES LTD., a Bermuda Exempted Limited Company (the Company) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the Warrant Agent).

Kura Oncology, Inc. – Kura Oncology, Inc. Form of Debt Securities Warrant Agreement (November 9th, 2017)

DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of between KURA ONCOLOGY, INC., a Delaware corporation (the Company), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the Warrant Agent).

Chimerix Inc. – Chimerix, Inc. Form of Debt Securities Warrant Agreement (November 8th, 2017)

Debt Securities Warrant Agreement (this "Agreement"), dated as of between Chimerix, Inc., a Delaware corporation (the "Company"), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the "Warrant Agent").

Legacy Acquisition Corp. – WARRANT AGREEMENT Between LEGACY ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER& TRUST COMPANY (November 8th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [______], 2017, is by and between Legacy Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Sentinel Energy Services Inc. – WARRANT AGREEMENT Between SENTINEL ENERGY SERVICES INC. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 2, 2017 (November 7th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of November 2, 2017, is by and between Sentinel Energy Services Inc., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent", also referred to herein as the "Transfer Agent").

Telaria, Inc. And , as Warrant Agent Form of Debt Securities Warrant Agreement Dated as Of (November 6th, 2017)

THIS DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of [*], between TELARIA, INC., a Delaware corporation (the Company) and [*], a [corporation] [national banking association] organized and existing under the laws of [*] and having a corporate trust office in [*], as warrant agent (the Warrant Agent).

Telaria, Inc. And , as Warrant Agent Form of Common Stock Warrant Agreement Dated as Of (November 6th, 2017)

THIS COMMON STOCK WARRANT AGREEMENT (this Agreement), dated as of [*], between TELARIA, INC., a Delaware corporation (the Company) and [*], a [corporation] [national banking association] organized and existing under the laws of [*] and having a corporate trust office in [*], as warrant agent (the Warrant Agent).

Omnicell, Inc. Form of Debt Securities Warrant Agreement (November 3rd, 2017)

This DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of between OMNICELL, INC., a Delaware corporation (the Company), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the Warrant Agent).

Everspin Technologies Inc – Everspin Technologies, Inc. And , as Warrant Agent Form of Debt Securities Warrant Agreement Dated as Of (November 3rd, 2017)

THIS DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of [], between EVERSPIN TECHNOLOGIES, INC., a Delaware corporation (the Company) and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the Warrant Agent).

Cytokinetics, Incorporated Form of Debt Securities Warrant Agreement (November 3rd, 2017)

This DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of between CYTOKINETICS, INCORPORATED, a Delaware corporation (the Company), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the Warrant Agent).

CM Seven Star Acquisition Corp – Warrant Agreement (November 3rd, 2017)

This Warrant Agreement ("Warrant Agreement") is made as of October 25, 2017, by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant Agent").

Soligenix Inc. – Form of Placement Agent's Warrant Agreement (October 31st, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING].

CM Seven Star Acquisition Corp – Warrant Agreement (October 30th, 2017)

This Warrant Agreement ("Warrant Agreement") is made as of October 25, 2017, by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant Agent").

Haymaker Acquisition Corp. – WARRANT AGREEMENT Between HAYMAKER ACQUISITION CORP. And (October 27th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of October 24, 2017, is by and between Haymaker Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Legacy Acquisition Corp. – WARRANT AGREEMENT Between LEGACY ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER& TRUST COMPANY (October 25th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [______], 2017, is by and between Legacy Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Mosaic Acquisition Corp. – MOSAIC ACQUISITION CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 26, 2017 (October 24th, 2017)

THIS WARRANT AGREEMENT (this Agreement), dated as of September 26, 2017, is by and between Mosaic Acquisition Corp., a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).

Haymaker Acquisition Corp. – WARRANT AGREEMENT Between HAYMAKER ACQUISITION CORP. And (October 19th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [______], 2017, is by and between Haymaker Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

CM Seven Star Acquisition Corp – Warrant Agreement (October 19th, 2017)

This Warrant Agreement ("Warrant Agreement") is made as of [*], 2017, by and between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation (the "Warrant Agent").

Genprex, Inc. – [Form of Underwriters Warrant Agreement] (October 10th, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE OFFERING].

Black Ridge Acquisition Corp. – Warrant Agreement (October 5th, 2017)

THIS WARRANT AGREEMENT ("Agreement") dated as of October 4, 2017 is between Black Ridge Acquisition Corp., a Delaware corporation, ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Warrant Agent").

Everbridge, Inc. – Everbridge, Inc. And , as Warrant Agent Form of Debt Securities Warrant Agreement Dated as Of (October 3rd, 2017)

THIS DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of [], between EVERBRIDGE, INC., a Delaware corporation (the Company) and [], a [corporation] [national banking association] organized and existing under the laws of [] and having a corporate trust office in [], as warrant agent (the Warrant Agent).

Cytori Therapeutics Inc – This Warrant Shall Be Void if Not Exercised Prior to the Expiration of the Exercise Period Provided for in the Warrant Agreement Described Below Cytori Therapeutics, Inc. (October 3rd, 2017)

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [________], 2017 (the "Warrant Agreement"), duly executed and delivered by the Company to Broadridge Corporate Issuer Solutions, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania, as warrant agent (the "Warrant Agent"), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words "holders" or "holder" meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this

OncoCyte Corp – Oncocyte Corporation and [*], as Warrant Agent Form of Debt Securities Warrant Agreement Dated as of [*], 20[*] Oncocyte Corporation Form of Debt Securities Warrant Agreement (October 2nd, 2017)

THIS DEBT SECURITIES WARRANT AGREEMENT (this "Agreement"), dated as of [*], between ONCOCYTE CORPORATION, a California corporation (the "Company"), and [*], a [corporation] [national banking association] organized and existing under the laws of [*] and having a corporate trust office in [*], as warrant agent (the "Warrant Agent").

Haymaker Acquisition Corp. – WARRANT AGREEMENT Between HAYMAKER ACQUISITION CORP. And (September 29th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of [______], 2017, is by and between Haymaker Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent").

Glycomimetics, Inc. Form of Debt Securities Warrant Agreement (September 28th, 2017)

DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of between GLYCOMIMETICS, INC., a Delaware corporation (the Company) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the Warrant Agent).

Black Ridge Acquisition Corp. – Warrant Agreement (September 22nd, 2017)

THIS WARRANT AGREEMENT ("Agreement") dated as of [______], 2017 is between Black Ridge Acquisition Corp., a Delaware corporation, ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation ("Warrant Agent").

Social Capital Hedosophia Holdings Corp. – WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of September 13, 2017 (September 18th, 2017)

THIS WARRANT AGREEMENT (this "Agreement"), dated as of September 13, 2017, is by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the "Warrant Agent").

Genprex, Inc. – [Form of Underwriters Warrant Agreement] (September 15th, 2017)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING].

Adial Pharmaceuticals, L.L.C. – Form of Representative's Warrant Agreement (September 7th, 2017)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.