Warrant Purchase Agreement Sample Contracts

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Leisure Acquisition Corp. – Form of Warrant Purchase Agreement (November 3rd, 2017)

THIS WARRANT PURCHASE AGREEMENT, dated as of [_______], 2017 (as it may from time to time be amended and including all schedules referenced herein, this "Agreement"), is entered into by and between Leisure Acquisition Corp., a Delaware corporation (the "Company"), and each of the purchasers that are signatories hereto (each, a "Purchaser" and collectively, (the "Purchasers").

Globus Maritime Limited – SHARE AND WARRANT PURCHASE AGREEMENT Among GLOBUS MARITIME LIMITED and THE PURCHASERS NAMED ON SCHEDULE a HERETO (October 19th, 2017)

Article I DEFINITIONS 4 Section 1.1 Definitions 4 Article II AGREEMENT TO SELL AND PURCHASE 8 Section 2.1 Sale and Purchase 8 Section 2.2 Closing 8 Section 2.3 Mutual Conditions 8 Section 2.4 Each Purchaser's Conditions 9 Section 2.5 The Company's Conditions 9 Section 2.6 Company Deliveries 10 Section 2.7 Purchaser Deliveries 11 Section 2.8 Discounts 11 Section 2.9 Independent Nature of Purchasers' Obligations and Rights 11 Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 Section 3.1 Outstanding Shares; Capitalization 12 Section 3.2 Subsidiaries 13 Section 3.3 Permits to Conduct Operations 13 Section 3.4 No Conflict 14 Section 3.5 Approvals 14 Section 3

PENSARE ACQUISITION Corp – Warrant Purchase Agreement (August 2nd, 2017)

THIS WARRANT PURCHASE AGREEMENT, dated as of July 27, 2017 (as it may from time to time be amended, this "Agreement"), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and Pensare Sponsor Group, LLC (the "Purchaser").

PENSARE ACQUISITION Corp – Warrant Purchase Agreement (August 2nd, 2017)

THIS WARRANT PURCHASE AGREEMENT, dated as of July 27, 2017 (as it may from time to time be amended, this "Agreement"), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and MasTec, Inc. (the "Purchaser").

PENSARE ACQUISITION Corp – Warrant Purchase Agreement (August 2nd, 2017)

THIS WARRANT PURCHASE AGREEMENT, dated as of July 27, 2017 (as it may from time to time be amended, this "Agreement"), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and EarlyBirdCapital, Inc. (the "Purchaser").

PENSARE ACQUISITION Corp – Form of Warrant Purchase Agreement (July 24th, 2017)

THIS WARRANT PURCHASE AGREEMENT, dated as of ______, 2017 (as it may from time to time be amended, this "Agreement"), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the "Company"), and ____________ (the "Purchaser").

Natural Resource Partners Lp – Class a Convertible Preferred Unit and Warrant Purchase Agreement Dated February 22, 2017 by and Among Natural Resource Partners L.P., Bto Carbon Holdings L.P., (March 6th, 2017)

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NATURAL RESOURCE PARTNERS L.P., dated as of [*], is entered into by and among NRP (GP) LP, a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership as provided herein.

Globus Maritime Limited – SHARE AND WARRANT PURCHASE AGREEMENT Among GLOBUS MARITIME LIMITED and THE PURCHASERS NAMED ON SCHEDULE a HERETO (February 9th, 2017)

Article I DEFINITIONS 4 Section 1.1 Definitions 4 Article II AGREEMENT TO SELL AND PURCHASE 8 Section 2.1 Sale and Purchase 8 Section 2.2 Closing 8 Section 2.3 Mutual Conditions 8 Section 2.4 Each Purchaser's Conditions 9 Section 2.5 The Company's Conditions 9 Section 2.6 Company Deliveries 10 Section 2.7 Purchaser Deliveries 11 Section 2.8 Discounts 12 Section 2.9 Independent Nature of Purchasers' Obligations and Rights 12 Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 Section 3.1 Outstanding Shares; Capitalization 12 Section 3.2 Subsidiaries 13 Section 3.3 Permits to Conduct Operations 14 Section 3.4 No Conflict 14 Section 3.5 Approvals 15 Section 3.6 Per

Globus Maritime Limited – Share and Warrant Purchase Agreement (November 29th, 2016)

This SHARE AND WARRANT PURCHASE AGREEMENT, effective as of November 28, 2016 (this "Agreement"), is among Globus Maritime Limited, a Marshall Islands corporation (the "Company"), and one or more purchasers listed on Schedule A hereof (each a "Purchaser" and collectively, the "Purchasers").

First Choice Healthcare Solutions, Inc. – Warrant Purchase Agreement (November 18th, 2016)

AGREEMENT, dated as of November 14, 2016 (this "Agreement"), between Hillair Capital Investments, L.P. ("Hillair" or the "Seller"), whose address is c/o Ellenoff Grossman & Schole, LLP, 1345 Avenue of the Americas, New York, New York 10105, and First Choice Healthcare Solutions, Inc. ("FCHS" or the "Purchaser"), Delaware Corporation.

Grote Molen Inc – Warrant Purchase Agreement (November 14th, 2016)

This Warrant Purchase Agreement (the "Agreement") is made and entered into as of September 7, 2016, by and between Grote Molen, Inc., a Nevada corporation (the "Company"), and David N. Nemelka ("Purchas-er").

Dolphin Digital Media – Warrant Purchase Agreement (November 10th, 2016)

THIS WARRANT PURCHASE AGREEMENT (the "Agreement"), dated as of November 4, 2016, is by and between Dolphin Digital Media, Inc., a Florida corporation (the "Company"), and T Squared Partners LP, an Indiana limited partnership (the "Purchaser").

Premier Biomedical Inc – Warrant Purchase Agreement (October 14th, 2016)

This WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of October 10, 2016, is entered into by and among Typenex Co-Investment, LLC, a Utah limited liability company ("Seller"), Redwood Management, LLC, a Florida limited liability company ("Buyer"), and Premier Biomedical, Inc., a Nevada corporation ("Company"), for the purchase by Buyer of certain rights in and to a certain Warrant (as defined) held by Seller.

Howard Hughes Corp. – The Howard Hughes Corporation Warrant Purchase Agreement (October 11th, 2016)

This Agreement sets forth the terms of the agreement between you and the Corporation with respect to the Warrant. By accepting this Agreement, you agree to be bound by all of the terms hereof.

Highland Acquisition Corp – Founder Warrant Purchase Agreement (August 8th, 2016)

THIS FOUNDER WARRANT PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this Agreement) is entered into by and among Highland Acquisition Corporation, a Delaware corporation (the Company), Highland Capital Management, L.P. (the Purchaser) and Graubard Miller, as escrow agent (Escrow Agent).

Teekay Offshore Partners Lp – SERIES D PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT by and Among TEEKAY OFFSHORE PARTNERS L.P. And THE PURCHASERS NAMED ON SCHEDULE a HERETO (June 30th, 2016)

This SERIES D PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT, dated June 22, 2016 (as further defined below, this Agreement), is by and among TEEKAY OFFSHORE PARTNERS L.P., a Marshall Islands limited partnership (the Partnership), and the purchasers listed on Schedule A hereof (each a Purchaser and collectively, the Purchasers).

Amendment to Class a Convertible Preferred Unit and Warrant Purchase Agreement (June 28th, 2016)

This AMENDMENT TO CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT (this Amendment), dated as of June 23, 2016, is entered into by and among (i) NGL Energy Partners LP, a Delaware limited partnership (the Partnership or Seller), (ii) Highstar NGL Prism/IV-A Interco LLC, a Delaware limited liability company, and Highstar NGL Main Interco LLC, a Delaware limited liability company (together, the Purchasers and each, a Purchaser) and (iii) NGL CIV A, LLC, a Delaware limited liability company (Assignee). The Partnership, the Purchasers and the Assignee are hereinafter referred to collectively as the Parties and each, individually, as a Party.

Turning Point Brands, Inc. – Warrant Purchase Agreement (June 15th, 2016)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of May 20, 2016, by and between Turning Point Brands, Inc., a Delaware corporation ("TPB"), and each holder of Warrants (as defined below) listed on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

WARRANT PURCHASE AGREEMENT by and Among FULL HOUSE RESORTS, INC. And THE PURCHASERS NAMED HEREIN Dated as of May 13, 2016 (May 18th, 2016)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 13, 2016 by and among Full House Resorts, Inc., a Delaware corporation (the "Company"), and the Persons listed on the Schedule of Purchasers attached hereto (collectively referred to herein as the "Purchasers" and individually as a "Purchaser"). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.

Turning Point Brands, Inc. – Warrant Purchase Agreement (May 16th, 2016)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of May 10, 2016, by and between Turning Point Brands, Inc., a Delaware corporation ("TPB"), and each holder of Warrants (as defined below) listed on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

Class a Convertible Preferred Unit and Warrant Purchase Agreement Dated April 21, 2016 by and Among Ngl Energy Partners Lp And (April 27th, 2016)

CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT dated April 21, 2016 (this "Agreement"), by and among NGL Energy Partners LP, a Delaware limited partnership (the "Partnership"), and each of the Purchasers listed in Schedule A attached hereto (each referred to herein as a "Purchaser" and collectively, the "Purchasers").

Helpful Alliance Co – Amendment 1 to Warrant Purchase Agreement (February 8th, 2016)

THIS AMENDMENT 1 (this "Agreement") to WARRANT PURCHASE AGREEMENT ("Original Agreement") dated April 10, 2015 ("Effective Date") is entered into effect on this December 12, 2015 ("Amendment Date") by and between Helpful Alliance Company with principal address as 700 West Hillsboro Blvd, Suite 1-100, Deerfield Beach, FL 33441, a Florida corporation (the "Company"), and AssetsTZ Holdings LLC 3900 Hollywood Blvd, Suite 103, Hollywood, FL 33021 ("Investor").

Helpful Alliance Co – Warrant Purchase Agreement (January 11th, 2016)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") dated as of April 10, 2015 ("Effective Date") by and between Helpful Alliance Company with principal address as 700 West Hillsboro Blvd, Suite 1-100, Deerfield Beach, FL 33441, a Florida corporation (the "Company"), and AssetsTZ Holdings LLC 3900 Hollywood Blvd, Suite 103, Hollywood, FL 33021 ("Investor").

Turning Point Brands, Inc. – Form of Warrant Purchase Agreement (November 24th, 2015)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of _______________ ______, 2015, by and between Turning Point Brands, Inc., a Delaware corporation ("TPB"), and each holder of Warrants (as defined below) listed on the signature pages hereto (each, a "Holder" and collectively, the "Holders").

Pacific Biomarkers Inc – Warrant Purchase Agreement (November 23rd, 2015)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement") is made as of July 8, 2015 (the "Closing Date") by and between GRANDPARENTS.COM, INC., a Delaware corporation (the "Company") and VB FUNDING, LLC, a Delaware limited liability company ("Purchaser").

Jayhawk Energy, Inc. – Warrant Purchase Agreement (October 1st, 2015)

This Warrant Purchase Agreement (this Agreement) is dated as of September 25, 2015, between JayHawk Energy, Inc., a Colorado corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Accelerize Inc. Warrant Purchase Agreement (August 14th, 2015)

This Warrant Purchase Agreement (this "Agreement") is made as of August 14, 2015, by and between Accelerize Inc., a Delaware corporation with its principal office at 20411 SW Birch Street, Suite 250, Newport Beach, California 92660 (the "Company"), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a "Purchaser", and collectively, the "Purchasers").

AgroFresh Solutions, Inc. – Warrant Purchase Agreement (August 6th, 2015)

This WARRANT PURCHASE AGREEMENT (this Agreement) is made as of July 31, 2015 by and among Boulevard Acquisition Corp., a Delaware corporation (the Company), Rohm & Haas Company, a Delaware corporation (ROH), Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the Sponsor), and The Dow Chemical Company, a Delaware corporation (TDCC). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Purchase Agreement (as hereinafter defined).

Nxt-ID, Inc. – Warrant Purchase Agreement (July 30th, 2015)

This Warrant Purchase Agreement (this "Agreement") is dated as of July 30, 2015, between Nxt-ID, Inc. (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Hydra Industries Acquisition Corp. – Warrant Purchase Agreement (October 29th, 2014)

THIS WARRANT PURCHASE AGREEMENT, dated as of October 24, 2014 (as it may from time to time be amended and including all schedules referenced herein, this "Agreement"), is entered into by and between Hydra Industries Acquisition Corp., a Delaware corporation (the "Company"), and each of the purchasers that are signatories hereto (each, a "Purchaser" and collectively, the "Purchasers").

Hydra Industries Acquisition Corp. – Warrant Purchase Agreement (September 19th, 2014)

THIS WARRANT PURCHASE AGREEMENT, dated as of [_____], 2014 (as it may from time to time be amended and including all schedules referenced herein, this "Agreement"), is entered into by and between Hydra Industries Acquisition Corp., a Delaware corporation (the "Company"), and each of the purchasers that are signatories hereto (each, a "Purchaser" and collectively, the "Purchasers").

Omni Bio Pharmaceutical, Inc. LOAN AND WARRANT PURCHASE AGREEMENT (April 25th, 2014)

This LOAN AND WARRANT PURCHASE AGREEMENT ("Agreement") is made as of April 15, 2014 (the "Effective Date") by and among Omni Bio Pharmaceutical, Inc., a Colorado corporation (the "Company"), and Bohemian Investments, LLC, a Colorado limited liability company (the "Lender").

Warrant Purchase Agreement (November 27th, 2013)

THIS WARRANT PURCHASE AGREEMENT, dated as of November 22, 2013 (this "Agreement"), is made and entered into by and between CERBERUS BUSINESS FINANCE, LLC (the "Seller") and MOTORCAR PARTS OF AMERICA, INC. (the "Purchaser").

AVRA Surgical Robotics, Inc. – Warrant Purchase Agreement (August 14th, 2013)

THIS WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of the date set forth on the signature page hereto, by and among AVRA Surgical Robotics, Inc., a Delaware corporation (the "Company") with an address at c/o Stamell & Schager, LLP, 1 Liberty Plaza, 35th Floor, New York, NY 10006, and the purchaser executing a signature page attached hereto (the "Purchaser").

Fourth Amendment to Revolving Credit, Security and Warrant Purchase Agreement (May 3rd, 2013)

This FOURTH AMENDMENT TO REVOLVING CREDIT, SECURITY AND WARRANT PURCHASE AGREEMENT (this "Amendment") dated and with effect as of May 3, 2013 is made and entered into by and between Roomlinx, Inc., a Nevada corporation ("Borrower"), and Cenfin LLC, a Delaware limited liability company (the "Lender").