SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT dated as of May 4, 2012 by and between TRI-VALLEY CORPORATION, and GEORGE T. GAMBLE 1991 TRUSTSenior Secured Note and Warrant Purchase Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas • New York
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
SECOND AMENDMENT TO SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT. This is the second amendment (the "Second Amendment") dated April 11, 2003 among Castletop Capital, L.P. ("Castletop"), Measurement Specialties, Inc. ("MSI") and IC Sensors, Inc....Senior Secured Note and Warrant Purchase Agreement • May 28th, 2003 • Measurement Specialties Inc • Measuring & controlling devices, nec • Texas
April 3, 2012 George T. Gamble 1991 Trust c/o G. Thomas Gamble, Trustee Oakville, CA 94562 Re: Registration Deferral Dear Tom:Senior Secured Note and Warrant Purchase Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
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 $0.19 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.
AMONGSenior Secured Note and Warrant Purchase Agreement • February 6th, 1998 • International Wireless Communications Holdings Inc • Radiotelephone communications • New York
Senior Secured Note and Warrant Purchase AgreementSenior Secured Note and Warrant Purchase Agreement • February 3rd, 2009 • Patient Safety Technologies, Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
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.
May 4, 2012 George T. Gamble 1991 Trust c/o G. Thomas Gamble, Trustee Oakville, CA 94562 Re: Registration Deferral Dear Tom:Senior Secured Note and Warrant Purchase Agreement • May 7th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
On May 4, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of the Existing Note, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties cancelled the Existing Note in exchange for a new Senior Secured Note in the aggregate principal amount of $1,500,000, due April 30, 2013 (the “Senior Secured Note”), plus a Warrant to purchase 1,365,000 shares of Common Stock, at an exercise price equal to $0.10 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.
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, 2008Senior Secured Note and Warrant Purchase Agreement • March 31st, 2008 • Jazz Pharmaceuticals Inc • Pharmaceutical preparations • New York
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:
ACCUHEALTH, INC. and Subsidiary Borrowers 14% SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENT February 22, 2001 TABLE OF CONTENTS SECTION 1 CLOSING DATE; DELIVERY 1.1...............................................AUTHORIZATION 2...Senior Secured Note and Warrant Purchase Agreement • April 18th, 2001 • Accuhealth Inc • Retail-drug stores and proprietary stores • New York
AURIGA LABORATORIES, INC. SENIOR SECURED NOTE AND WARRANT PURCHASE AGREEMENTSenior Secured Note and Warrant Purchase Agreement • February 19th, 2008 • Auriga Laboratories, Inc. • Pharmaceutical preparations • Texas
This Senior Secured Note and Warrant Purchase Agreement (the “Agreement”) is made as of the 13th day of February, 2008, by and between Auriga Laboratories, Inc., a Delaware corporation (the “Company”), and Prospector Capital Partners, LLC, a Delaware limited liability company (the “Purchaser”).
Exhibit 10.30C The security represented by this instrument has not been registered under the Securities Act of 1933, as amended. The transfer of such security is subject to the conditions specified in the Amended and Restated Senior Secured Note and...Senior Secured Note and Warrant Purchase Agreement • February 6th, 1998 • International Wireless Communications Holdings Inc • Radiotelephone communications • New York
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...Senior Secured Note and Warrant Purchase Agreement • April 5th, 2012 • Tri Valley Corp • Crude petroleum & natural gas
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
ORTHOVITA, INC. 10% Senior Secured Notes due July 30, 2012 GUARANTEED BY THE DOMESTIC SUBSIDIARIES OF, AND ACCOMPANIED WITH WARRANTS ISSUED BY, ORTHOVITA, INC.Senior Secured Note and Warrant Purchase Agreement • July 31st, 2007 • Orthovita Inc • Surgical & medical instruments & apparatus • New York
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):
Exhibit 10.30B The security represented by this certificate was originally issued on January 23, 1998, and has not been registered under the Securities Act of 1933, as amended. The transfer of such security is subject to the conditions specified in...Senior Secured Note and Warrant Purchase Agreement • February 6th, 1998 • International Wireless Communications Holdings Inc • Radiotelephone communications • New York
TWIST MERGER SUB, INC. 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 • March 9th, 2007 • Jazz Pharmaceuticals Inc • New York
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:
