Senior Promissory Note Sample Contracts

Contract
Senior Promissory Note • November 16th, 2020 • Cosmos Holdings Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

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Contract
Senior Promissory Note • April 15th, 2010 • Iaso Pharma Inc

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

RIVERDALE MINING INC. SENIOR PROMISSORY NOTE
Senior Promissory Note • November 7th, 2012 • Riverdale Mining Inc. • Gold and silver ores
AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • January 4th, 2023 • Mount Rainier Acquisition Corp. • Blank checks

This Amendment (the “Amendment”) to that certain Senior Promissory Note, dated as of October 26, 2022 (the “Note”) by and among Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and DC Rainier SPV LLC, the Company’s sponsor the “Sponsor”), is made and entered into effective as of January 3, 2023 by the Company and the Sponsor.

CONSOLIDATED, AMENDED AND RESTATED SENIOR PROMISSORY NOTE
Senior Promissory Note • January 19th, 2021 • Laredo Oil, Inc. • Crude petroleum & natural gas • New York

THIS CONSOLIDATED, AMENDED AND RESTATED SENIOR PROMISSORY NOTE, is made and entered into as of December 31, 2020, by Laredo Oil, Inc., a Delaware corporation (“Borrower”), for the benefit of Alleghany Corporation, a Delaware corporation (“Lender”).

AMENDMENT NO. 2 TO SENIOR PROMISSORY NOTE
Senior Promissory Note • December 20th, 2005 • Stockeryale Inc • Optical instruments & lenses

This Amendment No. 2 to Senior Promissory Note (the “Amendment”) is entered into by and between StockerYale, Inc., a Massachusetts corporation (the “Company”), and The Eureka Interactive Fund Limited (“Holder”) and is effective as of December 15, 2005.

WAIVER AND AMENDMENT #1 TO SENIOR PROMISSORY NOTE
Senior Promissory Note • August 5th, 2013 • Wowio, Inc. • Services-advertising • New York

This WAIVER AND AMENDMENT #1 TO SENIOR PROMISSORY NOTE (the “Agreement”) is entered into as of February 14, 2013 (the “Effective Date”), by and among the undersigned noteholder who holds a Senior Promissory Note (as defined in the Recitals below) that was issued on December 20, 2011 (“Noteholder”), and WOWIO, In., a Texas corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Senior Promissory Note.

NINTH AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • June 9th, 2020 • Calavo Growers Inc • Agricultural services • California

THIS NINTH AMENDMENT TO SENIOR PROMISSORY NOTE (“Ninth Amendment”) is entered into and effective as of December 17, 2019, by and between CALAVO GROWERS, INC., a California corporation (“Lender”), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company (“Borrower”), located at 34 N Palm St Suite 100, Ventura, CA 93001. Lender and Borrower are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning as those capitalized terms defined in that certain Sixth Amended and Restated Senior Promissory Note, dated September 18, 2019, by and between the Parties, as amended by the Seventh and Eighth amendments thereto (collectively, the “Note”).

SENIOR PROMISSORY NOTE
Senior Promissory Note • October 2nd, 2008 • Home System Group • Household appliances

This Note is being issued by Maker as payment under that certain Stock Purchase Agreement dated September 23, 2008 (the “Agreement”), among Maker, Asia Forever Investment Limited, a Hong Kong corporation, Liming Jiao and Xiaohong Chen. This Note is being issued by Maker on the closing date of the Agreement (the “Closing Date”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR PROMISSORY NOTE
Senior Promissory Note • January 5th, 2024 • Cohen & Co Inc. • Security brokers, dealers & flotation companies • New York

This AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR PROMISSORY NOTE (this “Amendment”), dated January 5, 2024 (the “Effective Date”), is entered into by and between Cohen & Company, LLC, a Delaware limited liability company (the “Company”), and the JKD Capital Partners I LTD, a New York corporation (the “Holder”). Each of the Company and the Holder may be referred to herein as a “Party,” and, together, as the “Parties.” Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Note (as defined below).

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Senior Promissory Note • May 17th, 2006 • Lazard Group LLC • Finance services

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY OTHER STATE OR OTHER COUNTRY AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THIS SECURITY HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS IS AVAILABLE.

Contract
Senior Promissory Note • November 17th, 2017 • Global Healthcare Reit, Inc. • Real estate investment trusts • Colorado

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • November 21st, 2012 • Ediets Com Inc • Services-personal services • Florida

This Amendment to Senior Promissory Note (the “Amendment”) is entered into as of November 16, 2012 by and between eDiets.com, Inc., a Delaware corporation (“Maker”), and As Seen On TV, Inc., a Florida corporation (“Holder”).

AMENDMENT #1 TO THE SENIOR PROMISSORY NOTE ISSUED ON MAY 9, 2023
Senior Promissory Note • May 28th, 2024 • Vemanti Group, Inc. • Finance services

THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of [ ], 2024 (the “Effective Date”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).

TENTH AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • June 9th, 2020 • Calavo Growers Inc • Agricultural services • California

THIS TENTH AMENDMENT TO SENIOR PROMISSORY NOTE (“Tenth Amendment”) is entered into and effective as of April 1, 2020 (the “Tenth Amendment Effective Date”), by and between CALAVO GROWERS, INC., a California corporation (“Lender”), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company (“Borrower”), located at 34 N Palm St Suite 100, Ventura, CA 93001. Lender and Borrower are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning as those capitalized terms defined in that certain Sixth Amended and Restated Senior Promissory Note, dated September 18, 2019 (“Sixth Amendment”), by and between the Parties, as amended by the Seventh, Eighth and Ninth amendments thereto (collectively, the “Note”).

AMENDMENT NO. 3 TO SENIOR PROMISSORY NOTE
Senior Promissory Note • December 28th, 2006 • Stockeryale Inc • Optical instruments & lenses

This Amendment No. 3 to Senior Promissory Note (the “Amendment”) is entered into by and between StockerYale, Inc., a Massachusetts corporation (the “Company”), and The Eureka Interactive Fund Limited (“Holder”) and is effective as of December 27, 2006.

AMENDMENT #2 TO THE SENIOR PROMISSORY NOTE ISSUED ON MAY 9, 2023
Senior Promissory Note • May 28th, 2024 • Vemanti Group, Inc. • Finance services

THIS AMENDMENT #2 to the Note (as defined below) (the “Amendment”) is entered into as of [ ], 2024 (the “Effective Date”), by and between Vemanti Group, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).

AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE
Senior Promissory Note • September 29th, 2020 • Cohen & Co Inc. • Security brokers, dealers & flotation companies • New York

THIS AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE (this “Amendment”), dated as of September 25, 2020 (the “Effective Date”), is entered into by and between Cohen & Company Inc., a Maryland corporation (the “Company”), and the EBC 2013 Family Trust (the “Noteholder”). Capitalized terms used herein but otherwise not defined shall have the meanings ascribed to such terms in the Note (as defined below).

Contract
Senior Promissory Note • April 10th, 2008 • Global Realty Development Corp • Real estate • Florida

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

STOCKERYALE, INC. AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE
Senior Promissory Note • November 14th, 2005 • Stockeryale Inc • Optical instruments & lenses

This Amendment No. 1 (this “Amendment”), dated August 26, 2005, is by and between StockerYale, Inc., a Massachusetts corporation (the “Company”), and Eureka Interactive Fund Limited (“Holder).

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Senior Promissory Note • November 19th, 2007 • Global Realty Development Corp • Real estate

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

Contract
Senior Promissory Note • April 30th, 2007 • AskMeNow,Inc. • Mortgage bankers & loan correspondents

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE PAYEE HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

EIGHTH AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • June 9th, 2020 • Calavo Growers Inc • Agricultural services • California

THIS EIGHTH AMENDMENT TO SENIOR PROMISSORY NOTE (“Eighth Amendment” or “Amendment”) is entered into and effective as of November 25, 2019, by and between CALAVO GROWERS, INC., a California corporation (“Lender”), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company (“Borrower”), located at 34 N Palm St Suite 100, Ventura, CA 93001. Lender and Borrower are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning as those capitalized terms defined in that certain Sixth Amended and Restated Senior Promissory Note (the “Note”) dated September 18, 2019, by and between the Parties.

ELEVENTH AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • June 9th, 2020 • Calavo Growers Inc • Agricultural services • California

Amendment”) is entered into and effective as of April 17, 2020 (the “Eleventh Amendment Effective Date”), by and between CALAVO GROWERS, INC., a California corporation (“Lender”), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company (“Borrower”), located at 34 N Palm St Suite 100, Ventura, CA 93001. Lender and Borrower are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning as those capitalized terms defined in that certain Sixth Amended and Restated Senior Promissory Note, dated September 18, 2019 (“Sixth Amendment”), by and between the Parties, as amended by the Seventh, Eighth, Ninth and Tenth amendments thereto (collectively, the “Note”).

FIRST AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • May 2nd, 2011 • Xfone Inc. • Communications services, nec

This First Amendment (“First Amendment”) to that certain Senior Promissory Note in the principal amount of $3,500,000, dated as of March 23, 2010 (the “Note”) is entered into as of May 2, 2011 by and among Xfone, Inc. (“Maker”) and Burlingame Equity Investors, LP (“Holder”). Capitalized terms used herein have the same meaning as defined in the Note, unless otherwise specified herein.

Contract
Senior Promissory Note • August 24th, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • July 5th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Pennsylvania

This Amendment to the Senior Promissory Note (the “Amendment”), by and between SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), and MICHAEL SALAMAN, (hereinafter together with any holder hereof, called “Lender” or “Holder”) is entered into and shall be effective as of the 28th day of June, 2012.

Contract
Senior Promissory Note • October 29th, 2010 • Ventrus Biosciences Inc • Pharmaceutical preparations

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • July 5th, 2012 • Skinny Nutritional Corp. • Wholesale-groceries, general line • Florida

This Amendment to the Senior Promissory Note (the “Amendment”), by and between SKINNY NUTRITIONAL CORP., a Nevada corporation (the “Company”), and United Corporate Funding, Inc. (hereinafter together with any holder hereof, called “Lender” or “Holder”), is entered into and shall be effective as of the 28th day of June, 2012.

SIXTH AMENDED AND RESTATED SENIOR PROMISSORY NOTE
Senior Promissory Note • June 9th, 2020 • Calavo Growers Inc • Agricultural services • California

THIS SIXTH AMENDED AND RESTATED SENIOR PROMISSORY NOTE (“Note”) is entered into and made effective as of September 18, 2019 (“Effective Date”), by and between CALAVO GROWERS, INC., a California corporation (“Lender”), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company (“Borrower”), located at 34 N Palm St Suite 100, Ventura, CA 93001.

SEVENTH AMENDMENT TO SENIOR PROMISSORY NOTE
Senior Promissory Note • June 9th, 2020 • Calavo Growers Inc • Agricultural services • California

THIS SEVENTH AMENDMENT TO SENIOR PROMISSORY NOTE (“Seventh Amendment” or “Amendment”) is entered into and effective as of October 8, 2019, by and between CALAVO GROWERS, INC., a California corporation (“Lender”), located at 1141-A Cummings Road, Santa Paula, CA 93060, and FRESHREALM, LLC, a Delaware limited liability company (“Borrower”), located at 34 N Palm St Suite 100, Ventura, CA 93001. Lender and Borrower are sometimes collectively referred to herein as the “Parties.” Capitalized terms not otherwise defined herein shall have the same meaning as those capitalized terms defined in that certain Sixth Amended and Restated Senior Promissory Note (the “Note”) dated September 18, 2019, by and between the Parties.

THE TRANSFER OF THIS NOTE IS RESTRICTED - SEE SECTION 12 HEREOF SENIOR PROMISSORY NOTE
Senior Promissory Note • July 17th, 1997 • Trans World Gaming Corp • Retail-auto dealers & gasoline stations • Texas
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