Convertible Subordinated Promissory Note Sample Contracts

CRDENTIA CORP.
Convertible Subordinated Promissory Note • November 15th, 2004 • Crdentia Corp • Services-employment agencies • California
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Contract
Convertible Subordinated Promissory Note • August 15th, 2011 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

DOVEBID, INC. -------------
Convertible Subordinated Promissory Note • September 12th, 2002 • Dovebid Inc • Services-business services, nec
Contract
Convertible Subordinated Promissory Note • December 23rd, 2021 • Digital Brands Group, Inc. • Retail-apparel & accessory stores • Delaware

THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Convertible Subordinated Promissory Note • December 11th, 2007 • Bioject Medical Technologies Inc • Surgical & medical instruments & apparatus • Oregon

THIS NOTE, AND THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE, AND THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE, OR FOR THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, AS THE CASE MAY BE, UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE HOLDER (CONCURRED IN BY LEGAL COUNSEL FOR THE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER

R E C I T A L S:
Convertible Subordinated Promissory Note • April 2nd, 2001 • Big Buck Brewery & Steakhouse Inc • Retail-eating & drinking places • Michigan
Contract
Convertible Subordinated Promissory Note • August 14th, 2013 • ProUroCare Medical Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Convertible Subordinated Promissory Note • September 17th, 2012 • Complete Genomics Inc • Services-commercial physical & biological research • New York

THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF (A) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN OXFORD FINANCE LLC AND LENDER (AS DEFINED HEREIN) AND (B) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN ATEL VENTURES, INC., AS AGENT, AND LENDER (AS DEFINED HEREIN) (THE “SUBORDINATION AGREEMENTS”). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF EITHER SUBORDINATION AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENTS SHALL GOVERN AND CONTROL.

Contract
Convertible Subordinated Promissory Note • January 5th, 2016 • Lilis Energy, Inc. • Crude petroleum & natural gas • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

DOVEBID, INC. -------------
Convertible Subordinated Promissory Note • September 12th, 2002 • Dovebid Inc • Services-business services, nec
Contract
Convertible Subordinated Promissory Note • December 18th, 2012 • Energy Focus, Inc/De • Electric lighting & wiring equipment

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS LENDER ESTABLISHES TO THE SATISFACTION OF MAKER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

ALLONGE
Convertible Subordinated Promissory Note • January 23rd, 2009 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus

THIS ALLONGE TO CONVERTIBLE SUBORDINATED PROMISSORY NOTE (this “Allonge”) is made as of November , 2008, between the Borrower and the Holder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Note.

AMENDMENT TO THE CONVERTIBLE SUBORDINATED PROMISSORY NOTE
Convertible Subordinated Promissory Note • January 23rd, 2009 • Inovio Biomedical Corp • Surgical & medical instruments & apparatus

THIS AMENDMENT is made 19th day of January 2008 by and between VGX Pharmaceuticals, Inc. (previously D.B.A. Viral Genomix, Inc.), a Delaware Corporation, (hereinafter called “Borrower”) and DONG KOOK PHARM, CO. LTD., a Korea Corporation, (hereinafter called “Holder”).

Contract
Convertible Subordinated Promissory Note • July 28th, 2011 • Ubiquiti Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

THIS NOTE WAS ORIGINALLY ISSUED ON JULY 21, 2011. NEITHER THIS NOTE NOR THE SHARES OBTAINABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND THIS NOTE MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM.

Contract
Convertible Subordinated Promissory Note • October 18th, 2005 • Winsonic Digital Media Group LTD • Services-business services, nec • New York
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Contract
Convertible Subordinated Promissory Note • August 28th, 2023 • VerifyMe, Inc. • Services-computer integrated systems design • New York

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

Contract
Convertible Subordinated Promissory Note • November 7th, 2005 • Ace Cash Express Inc/Tx • Functions related to depository banking, nec • Texas

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS (“BLUE SKY LAWS”). SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE BLUE SKY LAWS. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE.

DOVEBID, INC. -------------
Convertible Subordinated Promissory Note • June 7th, 2002 • Dovebid Inc • Services-business services, nec
Contract
Convertible Subordinated Promissory Note • March 12th, 2013 • Energy Focus, Inc/De • Electric lighting & wiring equipment

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS LENDER ESTABLISHES TO THE SATISFACTION OF MAKER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

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