Note Conversion Agreement Sample Contracts

RECITALS
Note Conversion Agreement • December 7th, 2010 • American Telstar Inc • Blank checks • Colorado
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NOTE CONVERSION AGREEMENT
Note Conversion Agreement • April 1st, 2010 • Home System Group • Household appliances • Nevada

This Note Conversion Agreement (“Agreement”) is made effective as of April 1, 2010, (the “Effective Date”) by and between Home System Group, a Nevada corporation (the “Company”) and Think Big Trading Limited (the “Investor”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • June 20th, 2014 • Armada Water Assets Inc • Oil & gas field services, nec • Nevada

This Note Conversion Agreement (this “Agreement”) is made and entered into as of June __, 2014 by and between Armada Water Assets, Inc., a Nevada corporation (“Issuer”), and ___________________________________ (“Holder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • November 5th, 2013 • Biocept Inc • Services-medical laboratories • California

THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2013, by and between BIOCEPT, INC., a California corporation (the “Company”), and Campbell Family Trust (the “Noteholder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • March 29th, 2012 • Magnolia Solar Corp • Services-business services, nec • New York

THIS NOTE CONVERSION AGREEMENT (this “Agreement”), dated as of December 29, 2011, is made by and between Magnolia Solar Corporation a Nevada corporation (“Company”), Magnolia Solar, Inc., a Delaware corporation (the “Guarantor”) and Jagdeep S. Gahlawat (“Holder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • September 23rd, 2013 • Biocept Inc • Services-medical laboratories • California

THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2013, by and among BIOCEPT, INC., a California corporation (the “Company”), The Reiss Family Survivor’s Trust UDT dated December 19, 1988 (the “Survivor’s Trust”) and The Reiss Family GST Exempt Marital Deduction Trust (the “Marital Trust”, and together with the Survivor’s Trust, the “Noteholders”).

ASSIGNMENT AND AMENDMENT OF NOTE CONVERSION AGREEMENT
Note Conversion Agreement • February 12th, 2014 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington

This Assignment and Amendment of Note Conversion Agreement (the “Assignment Agreement”), dated as of the 11th day of February, 2014, is made and entered into by and among BioLife Solutions, Inc., a Delaware corporation (the “Company”), Thomas Girschweiler (the “Investor”), and Taurus4757 GmbH (the “Assignee”).

EX-4.11 13 c04558sbexv4w11.htm NOTE CONVERSION AGREEMENT - GALTERE INTERNATIONAL MASTER FUND L.P.
Note Conversion Agreement • May 5th, 2020 • Minnesota

EXHIBIT 4.11 WIRELESS RONIN TECHNOLOGIES, INC. NOTE CONVERSION AGREEMENT NOTE CONVERSION AGREEMENT entered into and by and between Wireless Ronin Technologies, Inc., a Minnesota corporation (the “Company”) and Galtere International Master Fund L.P. (“Lender”). WHEREAS, the Company is indebted to Lender by reason of one or more loans evidenced the Note described on the attached Schedule A (the “Note”); WHEREAS, the Company has advised Lender that the Company intends to borrow up to $2,000,000 pursuant to the sale of 12% convertible promissory Notes (the “Bridge Notes”); and WHEREAS, the Company has advised Lender that it intends to make a public offering of its common stock pursuant to a registration statement to be filed on or about April 2006 (the “IPO”) and that the Company is required by the underwriter to cause its outstanding notes or convertible debentures to be converted into common stock of the Company upon the completion of the IPO; and WHEREAS, Lender has agreed with the Comp

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • March 30th, 2015 • MultiVir Inc. • Pharmaceutical preparations • Delaware

This NOTE CONVERSION AGREEMENT (the “Agreement”) is made as of December 4, 2014, by and between MultiVir, Inc., a Delaware corporation (the “Company”), and Pope Investments II, LLC (the “Investor”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • January 29th, 2024 • Cingulate Inc. • Pharmaceutical preparations • New York

This Note Conversion Agreement (this “Agreement”) is made and entered into as of January 25, 2024 (the “Effective Date”), by and among Cingulate Therapeutics LLC, a Delaware limited liability company (the “Company”), Cingulate Inc., a Delaware corporation (the “Parent”) and Werth Family Investment Associates LLC, a Connecticut limited liability company (the “Holder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • August 13th, 2012 • Guitammer Co • Musical instruments • Nevada

This Note Conversion Agreement is entered into effective as of this 8th day of June 2012, by and between Joseph Albert (“the Holder”), The Guitammer Company, an Ohio corporation ("Guitammer-Ohio") and The Guitammer Company, a Nevada corporation ("Guitammer-Nevada").

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • June 18th, 2007 • Nextera Enterprises Inc • Services-management consulting services • Delaware

THIS NOTE CONVERSION AGREEMENT (the “Agreement”) is made as of the 15th day of June, 2007 by and between NEXTERA ENTERPRISES, INC., a Delaware corporation (the “Company”), and MOUNTE LLC, a Delaware limited liability company (the “ Investor”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • February 7th, 2022 • Fourth Wave Energy, Inc. • Services-home health care services • New York

THIS NOTE CONVERSION AGREEMENT (the “Agreement”) is made as of November , 2021 by and between Fourth Wave Energy, Inc., a Nevada corporation (the “Company”), and _________ (the “Holder”). The Company and Holder are hereinafter each called a “Party” and together, the “Parties”.

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • December 31st, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • Delaware

THIS NOTE CONVERSION AGREEMENT (the “Conversion Agreement”), dated as of December ___, 2008, is entered into by and between Neonode, Inc., a Delaware corporation (the “Corporation”), and _____________________ (the “Holder”).

NOTE CONVERSION AGREEMENT Dated: May 14, 2024
Note Conversion Agreement • May 21st, 2024 • NutriBand Inc. • Orthopedic, prosthetic & surgical appliances & supplies

The undersigned holder (the “Holder”) agrees to convert (the “Conversion) the outstanding $300,000 of principal and accrued interest outstanding on that amount as of May 14, 2024, of the Credit Line Promissory Note of Nutriband Inc., a Nevada corporation (the “Corporation”), held by Holder (the “Note”), into 76,230 shares of Common Stock, par value $0.001 per share, of the Corporation (the “Shares”), at a price of $4.00 per Share (“Conversion Price”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • February 3rd, 2021 • Enservco Corp • Oil & gas field services, nec • Delaware

THIS NOTE CONVERSION AGREEMENT (“Agreement”), effective as of February 3, 2021 (the “Effective Date”), is entered into by and between Enservco Corporation, a Delaware corporation (“Borrower”) and CROSS RIVER PARTNERS, L.P., a Delaware limited partnership (“Lender”), which is the holder of certain subordinate promissory notes issued by Borrower (each a “Note” and collectively, the “Notes”) pursuant that certain Amended and Restated Subordinated Loan Agreement between the parties dated November 11, 2019 (as amended to date, the “Loan Agreement”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • August 12th, 2008 • Conversion Services International Inc • Services-computer programming, data processing, etc. • New York

This AGREEMENT (this “Agreement”), dated as of March 26, 2008, is entered into by and between Conversion Services International, Inc., a Delaware corporation with an address at 100 Eagle Rock Avenue, East Hanover, NJ 07936 (“the Company”), and TAG Virgin Islands, Inc., with an address at The Tunick Building, 1336 Beltjen Road, Suite 202, St. Thomas, USVI 00802 as agent (the “Agent”) for the “Noteholders” as defined herein.

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • March 30th, 2023 • Enservco Corp • Oil & gas field services, nec

This Note Conversion Agreement is entered into by and between Cross River Partners, LP, a Delaware limited partnership (the “Holder”) and Enservco Corporation, a Delaware corporation (the “Company” and together with the Holder, the “Parties”) effective as of March 28, 2023.

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • April 1st, 2010 • Home System Group • Household appliances • Nevada

This Note Conversion Agreement (“Agreement”) is made effective as of April 1, 2010, (the “Effective Date”) by and between Home System Group, a Nevada corporation (the “Company”), Liming Jiao and Xiaohong Chen (the “Investors”).

Cardica, Inc. Note Conversion Agreement
Note Conversion Agreement • November 8th, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California

This Note Conversion Agreement (this “Agreement”) is made and entered into as of the 7th day of November, 2006, by and among Cardica, Inc., a Delaware corporation (the “Company”), and Guidant Investment Corporation, a California corporation (the “Holder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • January 5th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into effective as of January 3, 2006, by and between Diversified Apparel Resources, LLC (f/k/a Commerce Clothing Company, LLC), a California limited liability company (the “Holder”), and Cygne Designs, Inc., a Delaware corporation (the “Company”).

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NOTE CONVERSION AGREEMENT
Note Conversion Agreement • September 19th, 2023 • Mountain Crest Acquisition Corp. V • Blank checks

This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 13, 2023 by and between Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Company”), and Mountain Crest Global Holdings, LLC, a Delaware limited liability company (the “Holder”).

EXHIBIT 4.2 NOTE CONVERSION AGREEMENT BY AND BETWEEN KNOWLEDGE UNIVERSE, INC.
Note Conversion Agreement • December 15th, 2000 • Nextera Enterprises Inc • Services-management consulting services • Delaware
NOTE CONVERSION AGREEMENT
Note Conversion Agreement • August 18th, 2023 • Growth for Good Acquisition Corp • Motor vehicle parts & accessories

THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is dated as of August 18, 2023 (the “Effective Date”), by and among The Growth for Good Acquisition Corporation, a Cayman Islands exempted company (the “G4G”), Zero Nox, Inc., a Wyoming corporation (“Zero Nox”), Premier Trailer Manufacturing Inc. (“Premier”) and Central Valley Farms LP (“CVF,” together with Premier, the “Noteholders”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • December 19th, 2023 • Loop Media, Inc. • Services-help supply services • New York

This Note Conversion Agreement (this “Agreement”) is made and entered into as of December 14, 2023 (the “Effective Date”), by and among Loop Media, Inc., a Nevada corporation (the “Company”), and Excel Family Partners, LLLP, a Florida limited liability limited partnership (the “Holder”).

CENTURA SOFTWARE CORPORATION NOTE CONVERSION AGREEMENT
Note Conversion Agreement • March 30th, 1998 • Centura Software Corp • Services-prepackaged software • California
FORM OF NOTE CONVERSION AGREEMENT (Bridge Holders)
Note Conversion Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina

THIS NOTE CONVERSION AGREEMENT, dated as of June __, 2017 (this “Agreement”), by and among Level Brands, Inc. (the “Company”) and each of the parties executing below (each a “Noteholder”, and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined herein).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • September 25th, 2014 • IIM Global Corp • Services-prepackaged software • Florida

THIS NOTE CONVERSION AGREEMENT (the “Agreement”) is made effective as of September 24, 2014 by and between IIM GLOBAL CORPORATION, a Delaware corporation (the “Company”) and PENN INVESTMENTS, INC., a Florida corporation (the “Lender”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • August 9th, 2006 • Carsunlimited Com Inc • Services-business services, nec

This Note Conversion Agreement (the “Agreement”) is made and entered into as of the date set forth on the signature page by and among Carsunlimited.com, Inc., a Nevada corporation (the “Company”), and ODC Partners LLC, a Delaware LLC (“ODC”) with reference to the following facts:

NANOFLEX POWER CORPORATION NOTE CONVERSION AGREEMENT
Note Conversion Agreement • November 13th, 2017 • NanoFlex Power Corp • Semiconductors & related devices • Florida

THIS NOTE CONVERSION AGREEMENT (the “Agreement”), dated as of October 11, 2017, is entered into by and between NanoFlex Power Corporation., a corporation organized under the laws of the state of Florida (the “Company”), and Ronald B. Foster (the “Holder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • January 24th, 2023 • T1V, Inc. • Services-computer programming, data processing, etc.

This Note Conversion Agreement (this “Agreement”) is made as of the date of last signature below (the “Effective Date”), by and among T1V, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • December 11th, 2017 • Helios & Matheson Analytics Inc. • Services-miscellaneous business services • Delaware

This Note Conversion Agreement (this “Agreement”) is made and entered into as of ______________, 2017 by and among MoviePass Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of the Notes (as defined below).

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • September 17th, 2024 • ConnectM Technology Solutions, Inc. • Construction - special trade contractors

This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of September 12, 2024 by and between ConnectM Technology Solutions, Inc., a Delaware corporation (the “Company”), and Arnmilli LLC, a Delaware Limited Liability Company (the “Holder”).

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