SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • May 28th, 2008 • Momentum Biofuels, Inc. • Industrial organic chemicals • Texas
STATIONDIGITAL CORPORATION 15% SENIOR SECURED CONVERTIBLE NOTE DUE February 5, 2015 [nine month maturity]Senior Secured Convertible Note • May 29th, 2015 • Stationdigital Corp • Retail-miscellaneous retail
THIS 15% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 15% Senior Secured Convertible Notes of STATIONDIGITAL CORPORATION, a Delaware corporation (the “Borrower” or the “Company”), having its principal place of business at 5700 Oakland Avenue, #200, St. Louis, MO 63110, designated as its 15% Senior Secured Convertible Notes due February 5, 2015 (this the “Note” and, collectively with the other Notes of such series, the “Notes”).
COSI, INC.Senior Secured Convertible Note • August 15th, 2003 • Cosi Inc • Retail-eating places
ContractSenior Secured Convertible Note • February 11th, 2010 • Advaxis, Inc. • Pharmaceutical preparations • New York
ContractSenior Secured Convertible Note • May 22nd, 2020 • Driven Deliveries, Inc. • Services-management consulting services • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
March 1, 2021 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric HelenekSenior Secured Convertible Note • March 1st, 2021 • PARETEUM Corp • Services-computer integrated systems design
This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note.
ContractSenior Secured Convertible Note • March 20th, 2020 • Grom Social Enterprises, Inc. • Services-computer programming, data processing, etc. • Florida
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. 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.
SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • September 10th, 2008 • Advance Nanotech, Inc. • Measuring & controlling devices, nec • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 25th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This First Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 12, 2023 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and together, the “Purchasers”).
AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • December 14th, 2012 • Osl Holdings Inc. • Services-allied to motion picture production
This AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE NOTE (this “Amendment”) dated as of October 12, 2011 (the “Effective Date”) is entered into by Red Rock Pictures Holdings, Inc., a Nevada corporation (the “Company”).
APPENDIX B FORM OF SENIOR SECURED CONVERTIBLE NOTE]Senior Secured Convertible Note • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Arizona
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Neuraxis, Inc., a Delaware corporation (the “Company”), designated as its Senior Secured Convertible Note reflecting a 10% original issue discount (this note, this “Note” and, collectively with the other notes of such series, the “Notes”). This Note carries such original issue discount as indicated hereinabove.
December 8, 2020 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric HelenekSenior Secured Convertible Note • December 9th, 2020 • PARETEUM Corp • Services-computer integrated systems design
This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note.
AMENDMENT No. 1 To MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • March 27th, 2008 • MDwerks, Inc. • Services-business services, nec • New York
This AMENDMENT No. 1 to the MDwerks, Inc. First Amended and Restated Senior Secured Convertible Note, dated September 28, 2007 (this “Amendment”) is dated as of March 1, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”).
THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • January 16th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Third Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of November 13, 2023 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and together, the “Purchasers”).
ContractSenior Secured Convertible Note • May 20th, 2010 • SkyPostal Networks, Inc. • Air courier services • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
Amendment to 11% Senior Secured Convertible NoteSenior Secured Convertible Note • May 7th, 2007 • Emisphere Technologies Inc • Pharmaceutical preparations
Amendment No. 1, dated as of March 30, 2007 (this “Amendment”), to the 11% Senior Secured Convertible Note (the “Note”), dated as of September 26, 2005, between Emisphere Technologies, Inc., a Delaware corporation (the “Company”), as issuer, and [MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership, as successor by assignment from MHR Capital Partners (500) LP, a Delaware limited partnership] [MHR Capital Partners (100) LP, a Delaware limited partnership] [MHR Institutional Partners II LP, a Delaware limited partnership] [MHR Institutional Partners IIA LP, a Delaware limited partnership] (the “Holder”), as payee. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note.
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 5th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This First Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 5, 2023 (the “Effective Date”) is entered into by and between Gaucho Group Holdings Inc., a Delaware corporation (the “Company”), and , (the “Purchaser”).
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 25th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Second Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 24, 2023 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and together, the “Purchasers”).
The following is a statement of the rights of Lender under this Note and the conditions to which this Note and the Borrower are subject, and to which the Borrower hereby agrees: 1Senior Secured Convertible Note • May 16th, 2005 • Provectus Pharmaceuticals Inc • Pharmaceutical preparations
1 EXHIBIT 2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE ISSUANCE TO THE HOLDER OF THIS NOTE OF THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE AND IN PAYMENT OF INTEREST ON THIS...Senior Secured Convertible Note • September 30th, 1998 • Willis Group LLC • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 10th, 2023 • Gaucho Group Holdings, Inc. • Land subdividers & developers (no cemeteries)
This Second Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 9, 2023 (the “Effective Date”) is entered into by and between Gaucho Group Holdings Inc., a Delaware corporation (the “Company”), and , (the “Purchaser”).
January 4, 2021 High Trail Investments SA LLC Hoboken, NJ 07030 Attention: Eric HelenekSenior Secured Convertible Note • January 6th, 2021 • PARETEUM Corp • Services-computer integrated systems design
This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30, 2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, the Note.
AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • July 5th, 2024 • Addentax Group Corp. • Services-mailing, reproduction, commercial art & photography • New York
This Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of July 3, 2024 (the “Effective Date”) is entered into by and between Addentax Group Corp., a Nevada corporation (the “Company”), and ______________________________________ (the “Purchaser”).
AMENDMENT No. 1 To MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • March 27th, 2008 • MDwerks, Inc. • Services-business services, nec • New York
This AMENDMENT No. 1 to the MDwerks, Inc. First Amended and Restated Senior Secured Convertible Note, dated September 28, 2007 (this “Amendment”) is dated as of March 1, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”).
TENTH ALLONGE TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 13th, 2015 • Airware Labs Corp. • Dental equipment & supplies
This TENTH Allonge (the "Tenth Allonge"), dated as of August 31, 2015, attached to and forming a part of the Senior Secured Convertible Note, dated December 14, 2009 (collectively, the "Note"), made by AIRWARE HOLDINGS, INC., a Nevada corporation (the "Company") F/K/A AirWare, Inc., payable to the order of STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership (the "Holder"), in the principal amount of $500,000 is entered into by the Company and Holder as of the date above. AirWare, Inc., an Arizona corporation, originally executed the Note, and on February 18, 2010 it was merged into the Company in order to change its domicile from Arizona to Nevada. As a result of the merger, the Company became the obligor under the Note. On September 2, 2010, the parties entered into an Allonge. On September 21, 2010, the parties entered into a Second Allonge, and on October 20, 2010 the parties entered into a Third Allonge. On August 30, 2011, the parties entered into a Fourth Allonge, which i
FORM OF SENIOR SECURED CONVERTIBLE NOTE]Senior Secured Convertible Note • December 6th, 2021 • MassRoots, Inc. • Services-computer programming, data processing, etc. • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), ISAAC DIETRICH, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). ISAAC DIETRICH MAY BE REACHED AT TELEPHONE NUMBER [●].
EXHIBIT 10.20 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE ISSUANCE TO THE HOLDER OF THIS NOTE OF THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE AND IN PAYMENT OF INTEREST ON...Senior Secured Convertible Note • October 14th, 1998 • Equalnet Communications Corp • Telephone communications (no radiotelephone) • New York
SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • November 16th, 2015 • Golden Minerals Co • Gold and silver ores
This Note is executed and delivered in conjunction with that certain Loan Agreement dated as of the Original Issue Date, by and between the Company and the Holder (the “Loan Agreement”). The capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement. In the event of any conflict between this Note and the Agreement, the terms of this Note shall control.
AMENDMENT NO. 2 TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • December 14th, 2012 • Osl Holdings Inc. • Services-allied to motion picture production
This AMENDMENT NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (this “Amendment”) dated as of December 4, 2012 (the “Effective Date”) is entered into by OSL Holdings Inc., a Nevada corporation (formerly Red Rock Pictures Holdings, Inc.) (the “Company”).
THIRD AMENDMENT AGREEMENTSenior Secured Convertible Note • December 15th, 2009 • Image Entertainment Inc • Services-motion picture & video tape distribution • New York
THIRD AMENDMENT AGREEMENT (this “Agreement”), dated as of December 11, 2009, by and among Image Entertainment, Inc., a Delaware corporation, with headquarters located at 20525 Nordhoff Street, Suite 200, Chatsworth, California 91311 (the ”Company”), and Portside Growth and Opportunity Fund (the “Investor”).
ContractSenior Secured Convertible Note • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE 2025Senior Secured Convertible Note • January 13th, 2023 • 9 Meters Biopharma, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE DUE 2025 (this “Amendment”) is made and entered into as of January 12, 2023, by and between 9 Meters Biopharma, Inc., a Delaware corporation (the “Company”) and High Trail Special Situations LLC (the “Holder”).
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • November 29th, 2023 • Ensysce Biosciences, Inc. • Pharmaceutical preparations
This First Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of November 28, 2023 (the “Effective Date”) is entered into by and between Ensysce Biosciences, Inc., a Delaware corporation (the “Company”), and __________ (the “Purchaser”).
ContractSenior Secured Convertible Note • January 31st, 2013 • Parabel Inc. • Industrial organic chemicals
ANY DISPOSITION, TRANSFER, CHARGE OVER OR DEALING IN ANY OTHER MANNER IN THE NOTE REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A SHAREHOLDERS’ AGREEMENT DATED AS OF JANUARY 29, 2013 MADE BETWEEN PA LLC, DHABI CAYMAN ONE LTD. AND PARABEL LTD., AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
ALLONGE TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • April 4th, 2013 • Infinity Resources Holdings Corp. • Services-equipment rental & leasing, nec • Arizona
This Allonge (the “Allonge”), dated as of October 10, 2012, attached to and forming a part of the Senior Secured Convertible Note, dated March 22, 2012 (collectively, the “Note”), made by EARTH911, INC., a Delaware corporation (the “Company”), payable to the order of STOCKBRIDGE ENTERPRISES, L.P., a Nevada limited partnership (the “Holder”), in the principal amount of $1,000,000 is entered into by the Company and Holder as of the date above.
