Senior Convertible Promissory Note Sample Contracts

Contract
Senior Convertible Promissory Note • May 11th, 2023 • Six15 Technologies Holding Corp. • Computer peripheral equipment, nec

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR ANY APPLICABLE STATE LAW, AND MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS COVERING SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

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SERIES A SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • December 2nd, 2005 • In Touch Media Group, Inc. • Services-offices & clinics of doctors of medicine • New York
QUICK-MED TECHNOLOGIES, INC. SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • October 5th, 2007 • Quick Med Technologies Inc • Surgical & medical instruments & apparatus • Florida

FOR VALUE RECEIVED, the undersigned, QUICK-MED TECHNOLOGIES, INC. (the “Borrower”), promises unconditionally to pay to the order of Phronesis Partners, L.P., its successors or assigns (the “Lender”) at the Lender’s office at 180 East Broad St. #1704, Columbus, Ohio 43215, or at such other place as the Lender may from time to time designate, the principal amount of three hundred seventy five thousand dollars ($375,000.00) (the “Principal Amount”) as is disbursed to Borrower pursuant to this Note, together with interest on the unpaid Principal Amount outstanding from time to time at the rate or rates hereafter specified and any and all other sums which may be owing to the Lender by the Borrower pursuant to this Note. The Borrower acknowledges it has already received proceeds of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000) from Lender and that therefore this is the current Principal Amount as of the date of this Note. The following terms shall apply to this Promissory Note:

Contract
Senior Convertible Promissory Note • January 10th, 2012 • Urigen Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Contract
Senior Convertible Promissory Note • May 14th, 2008 • FLO Corp • Services-business services, nec • New York

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

SENIOR CONVERTIBLE PROMISSORY NOTE DUE November 17, 2028
Senior Convertible Promissory Note • March 5th, 2024 • Ayala Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS SENIOR CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of AYALA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), having its principal place of business at 9 Deer Park Drive, Suite K-1, Monmouth Junction, New Jersey 08852, designated as its Senior Convertible Promissory Note due November 17, 2028 (the “Note” or this “Note”).

Amendment to Senior Convertible Promissory Note Second Closing Note Dated as of August 25, 2023
Senior Convertible Promissory Note • August 28th, 2023 • AERWINS Technologies Inc. • Aircraft

This Amendment to Senior Convertible Promissory Note (this “Amendment”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”). The Maker and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

Contract
Senior Convertible Promissory Note • July 25th, 2019 • Cardax, Inc. • Pharmaceutical preparations

NEITHER THIS SECURITY NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDMENT NO. 3 TO
Senior Convertible Promissory Note • January 25th, 2021 • Terra Tech Corp. • Engines & turbines • New York

This Amendment No. 3 (this “Amendment”), dated as of January 25, 2021, to that certain 7.5% Senior Convertible Promissory Note, issued by Terra Tech Corp. (the “Borrower”) to ________ (the “Lender”) on June 11, 2019, as amended by Amendment No. 1 thereto, dated as of December 1, 2020, and as amended by Amendment No. 2 thereto, dated as of January 11, 2021 (the “Note”), pursuant to that certain Securities Purchase Agreement, by and between the Borrower and the Lender, dated as of March 12, 2018, is made and entered into by and between the Borrower and the Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (including by reference to the Purchase Agreement).

Contract
Senior Convertible Promissory Note • January 11th, 2010 • Link Resources Inc. • Gold and silver ores • New York

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Contract
Senior Convertible Promissory Note • November 13th, 2012 • CorMedix Inc. • Pharmaceutical preparations • New York

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • May 14th, 2008 • VioQuest Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE (“Amendment”) is entered into as of March __, 2008, by and between VIOQUEST PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the undersigned, constituting the holders of not less than a majority of the then outstanding principal amount of those certain Senior Convertible Promissory Notes (as amended, the “Notes”), issued on June 29, 2007 and July 3, 2007, on behalf of all of the holders of the Notes or their assigns (“Holders”), to amend, as set forth herein, the terms of all of the outstanding Notes.

SANGUINE CORPORATION SENIOR CONVERTIBLE PROMISSORY NOTE August 1, 2011
Senior Convertible Promissory Note • August 15th, 2011 • Sanguine Corp • In vitro & in vivo diagnostic substances • California

This Agreement (the "Agreement") is made and entered into as of August 1, 2011 (the "Effective Date"), by and between Sanguine Corporation a Nevada corporation ("Borrower"), with a business address of 110 Founders Mill Ct., Roswell, GA 30075 and Wharton Capital LLC, a Delaware limited liability company ("Creditor"), with a business address of 15021 Ventura Blvd. Suite 504, Sherman Oaks, CA 91403. Borrower and Creditor will be referred to throughout the Agreement as "Parties" collectively and "Party" singularly.

AMENDMENT NO. 1 TO SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • May 17th, 2023 • Sphere 3D Corp. • Finance services

THIS AMENDMENT (this “Amendment”) is entered into as of April 25, 2023, by and among Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (“Sphere”) and LDA Capital Limited (“Holder”).

AMENDMENT NO. 2 TO SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • July 19th, 2016 • Loton, Corp • Retail-eating places • California

This Amendment No. 2 (this “Amendment”) to the Senior Convertible Promissory Note (the “Note”) dated April 21, 2016 is effective as of December 31, 2014 (the “Effective Date”), by and among Loton, Corp., a Nevada corporation (“Borrower”), and Trinad Capital Master Fund, Ltd., a Cayman Island exempted company (“Lender”).

SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • April 19th, 2011 • Iron Mining Group, Inc. • Services-management consulting services • New York

For value received, Iron Mining Group, Inc., a Florida corporation (“Borrower”), hereby promises to pay to the order of _________________ (herein referred to as “Holder”), _____________________, or at such other place as the Holder may from time to time designate, the principal sum of ___________________ US Dollars and No Cents (US$_____________________) (the “Loan”), with interest thereon at the time and in the manner set forth herein. Principal and interest are payable in lawful money of the United States.

AMENDMENT NO. 1 TO SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • May 11th, 2023 • Sphere 3D Corp. • Finance services

THIS AMENDMENT (this “Amendment”) is entered into as of April 25, 2023, by and among Sphere 3D Corp., a corporation organized under the laws of the Province of Ontario (“Sphere”) and LDA Capital Limited (“Holder”).

Amendment No. 2 to Senior Convertible Promissory Note First Closing Note Dated as of January 23, 2024
Senior Convertible Promissory Note • January 23rd, 2024 • AERWINS Technologies Inc. • Aircraft

This Amendment No. 2 to Senior Convertible Promissory Note (this “Amendment No. 2”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”). The Maker and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • April 15th, 2016 • Tecogen Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York

THIS AMENDMENT NO. 1 TO THE SENIOR CONVERTIBLE PROMISSORY NOTE (“Amendment”), dated as of April 1st, 2016, is entered into by and between Tecogen, Inc, a Delaware corporation (“Borrower”), and MICHAELSON CAPITAL SPECIAL FINANCE FUND LP, a Delaware limited partnership (“Michaelson Capital” or “Holder”).

Amendment No. 1 to SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • February 17th, 2015 • Loton, Corp • Services-computer programming, data processing, etc. • California

This Amendment No. 1 (this “Amendment”) to the Senior Convertible Promissory Note (the “Note”) dated January 27, 2015 is effective as of December 31, 2014 (the “Effective Date”), by and among Loton, Corp., a Nevada corporation (“Borrower”), and Trinad Capital Master Fund, Ltd., a Cayman Island exempted company (“Lender”).

Amendment No. 2 to Senior Convertible Promissory Note Second Closing Note Dated as of January 23, 2024
Senior Convertible Promissory Note • January 23rd, 2024 • AERWINS Technologies Inc. • Aircraft

This Amendment No. 2 to Senior Convertible Promissory Note (this “Amendment No. 2”), dated as of the date first set forth above (the “Amendment Date”), is entered into by and between AERWINS Technologies Inc., a Delaware corporation (the “Maker”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”). The Maker and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

EXHIBIT 10.8 SENIOR CONVERTIBLE PROMISSORY NOTE
Senior Convertible Promissory Note • February 7th, 2001 • Lighthouse Fast Ferry Inc • Water transportation • New Jersey
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Contract
Senior Convertible Promissory Note • July 6th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Nevada

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

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