Secured Convertible Term Note Amendment Sample Contracts

PREAMBLE
Secured Convertible Term Note Amendment • August 31st, 2006 • Riviera Tool Co • Metalworkg machinery & equipment • New York
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AMENDMENT NO. 1
Secured Convertible Term Note Amendment • May 10th, 2005 • Pacific Biometrics Inc • Services-commercial physical & biological research • New York

This Amendment No. 1 (this “Amendment”), dated as of May 6, 2005, is entered into by and between PACIFIC BIOMETRICS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of the Secured Convertible Term Note, dated January 31, 2005 (as amended, modified and/or supplemented from time to time, the “Term Note”) issued by the Company to Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

SECOND AMENDMENT
Secured Convertible Term Note Amendment • January 3rd, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations

This Second Amendment (this “Amendment”), dated as of December 28, 2005, is entered into by and between BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of the Secured Convertible Term Note, dated May 31, 2005 (as amended, modified or supplemented from time to time, the ”Term Note”), which Term Note was issued by the Company to Laurus pursuant to that certain Securities Purchase Agreement dated as of May 31, 2005 (as amended, modified or supplemented, the “Purchase Agreement”) and the Related Agreements (as such term is defined in the Purchase Agreement). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

AMENDMENT NO. 1 AND CONSENT
Secured Convertible Term Note Amendment • February 18th, 2005 • Host America Corp • Retail-eating places • New York

This Amendment No. 1 and Consent (this “Amendment”), dated as of February 15, 2005, is entered into by and between HOST AMERICA CORPORATION, a Colorado corporation (the "Company"),and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (i) the Secured Convertible Term Note A, dated June 23, 2004 (as amended, modified or supplemented from time to time, the “Term Note A”) issued by the Company to Laurus pursuant to the Security Purchase Agreement dated as of June 23, 2004, by and between the Company and Laurus (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), (ii) the Secured Convertible Term Note B, dated June 23, 2004 (as amended, modified or supplemented from time to time, the “Term Note B” and together with Term Note A, the “Term Notes”) issued by the Company to Laurus pursuant to the Securities Purchase Agreement, (iii) the Restricted Account Side Letter by and between the Company and La

AMENDMENT
Secured Convertible Term Note Amendment • February 8th, 2006 • House of Brussels Chocolates Inc • Sugar & confectionery products • New York

This Amendment (this “Amendment”), dated as of February 7, 2006, is entered into by and among HOUSE OF BRUSSELS CHOCOLATES, INC., a Nevada corporation (the "Company"), certain subsidiaries of the Company signatories below (the “Subsidiaries”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (i) that certain Secured Convertible Term Note, dated March 29, 2005 (as amended, modified or supplemented from time to time, the “Term Note”) issued by the Company to Laurus, (ii) that certain Secured Convertible Minimum Borrowing Note, dated March 29, 2005, issued by the Company and certain subsidiaries of the Company to Laurus (as amended, modified or supplemented from time to time, the “Minimum Borrowing Note”), (iii) that certain Secured Convertible Revolving Note, dated March 29, 2005, issued by the Company and certain subsidiaries of the Company to Laurus (as amended, modified or supplemented from time to time, the “Revolving Note”) a

AMENDMENT NO. 1
Secured Convertible Term Note Amendment • February 4th, 2005 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • New York

This Amendment No. 1 (this "Amendment"), dated as of January 28, 2005, is entered into by and between PETROL OIL AND GAS, INC., a Nevada corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of (i) the Secured Convertible Term Note, dated October 28, 2004 (as amended, modified or supplemented from time to time, the "Term Note") issued by the Company to Laurus and (ii) that certain Registration Rights Agreement, dated as of October 28, 2004, by and between the Company and Laurus (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

AMENDMENT TO AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE AND SECURED TERM NOTE
Secured Convertible Term Note Amendment • November 30th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York

THIS AMENDMENT TO AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE AND SECURED TERM NOTE (this “Amendment”) is entered into as of November 5, 2007 by and among Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”) and PSource Structured Debt Limited (“PSource” and together with Laurus, Valens U.S. and Valens Offshore, the “Holders”), and Silicon Mountain Holdings, Inc. (“SM Holdings”), Silicon Mountain Memory, Incorporated (“Silicon Mountain”) and VCI Systems, Inc. (“VCI”). Laurus, Valens U.S., Valens Offshore, PSource, SM Holdings, Silicon Mountain and VCI are sometimes referred to individually as a “Party” and collectively as the “Parties.”

AMENDMENT
Secured Convertible Term Note Amendment • July 22nd, 2005 • Time America Inc • Services-prepackaged software • New York

This Amendment (this “Amendment”), dated as of June 23, 2005, is entered into by and between TIME AMERICA, INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of that certain Secured Convertible Term Note, dated March 22, 2004 (as amended, modified or supplemented from time to time, the ”Term Note”) issued by the Company to Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

FOURTH AMENDMENT (February Note)
Secured Convertible Term Note Amendment • January 4th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York

This Fourth Amendment (this “Amendment”), effective as of December 28, 2006, is entered into by and between BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of the Secured Convertible Term Note, dated February 22, 2005 (as amended, modified or supplemented from time to time, the “Term Note”), which Term Note was issued pursuant to that certain Securities Purchase Agreement dated as of February 22, 2005 (as amended, modified or supplemented, the “Purchase Agreement”) and the Related Agreements (as such term is defined in the Purchase Agreement) issued by the Company to Laurus. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

AMENDMENT
Secured Convertible Term Note Amendment • June 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York

This AMENDMENT (this “Amendment”), dated effective as of May 26, 2006, is entered into by and between GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) that certain Secured Convertible Term Note, dated as of May 27, 2004 in the original principal amount of $5,000,000 issued by the Company to Laurus (as amended, modified and/or supplemented from time to time, the “Term Note”); (ii) that certain Common Stock Purchase Warrant for the purchase of 940,000 shares of the Company’s Common Stock, dated as of May 27, 2004 (“Warrant 1”); (ii) that certain Common Stock Purchase Warrant for the purchase of 150,000 shares of the Company’s Common Stock, dated as of August 19, 2004 (“Warrant 2”); and (iii) that certain Common Stock Purchase Warrant for the purchase of 250,000 shares of the Company’s Common Stock, dated as of December 1, 2004 (“Warrant 3”, and together wit

FIFTH AMENDMENT (May Note)
Secured Convertible Term Note Amendment • April 17th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York

This Fifth Amendment (this “Amendment”), effective as of April 10, 2007, is entered into by and between BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of the Secured Convertible Term Note, dated May 31, 2005 (as amended, modified or supplemented from time to time, the “Term Note”), which Term Note was issued by the Company to Laurus pursuant to that certain Securities Purchase Agreement dated as of May 31, 2005 (as amended, modified or supplemented, the “Purchase Agreement”) and the Related Agreements (as such term is defined in the Purchase Agreement). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

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