Senior Secured Promissory Note Sample Contracts

Contract
Senior Secured Promissory Note • January 26th, 2022 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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Contract
Senior Secured Promissory Note • March 10th, 2020 • Miso Robotics, Inc. • General industrial machinery & equipment, nec • New York

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Contract
Senior Secured Promissory Note • February 20th, 2015 • Heatwurx, Inc. • Construction machinery & equip • Delaware

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

Contract
Senior Secured Promissory Note • October 16th, 2017 • Iron Bridge Mortgage Fund LLC • Real estate • Oregon

THE PAYMENTS OF THE AMOUNTS DUE UNDER THE SENIOR NOTES ARE SUBJECT TO THE CONDITIONS SET FORTH IN AGREEMENTS WITH THE SENIOR LENDERS OF IRON BRIDGE MORTGAGE FUND, LLC, AN OREGON LIMITED LIABILITY COMPANY (THE “COMPANY”), INCLUDING THAT CERTAIN SUBORDINATION AGREEMENT BETWEEN THE COMPANY AND WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY.

SENIOR SECURED PROMISSORY NOTE $1,000,000.00
Senior Secured Promissory Note • November 7th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Connecticut
EX-10.1 2 rpventures-mariadbxfirst.htm EX-10.1
Senior Secured Promissory Note • May 13th, 2024

EXHIBIT 10.1 1 FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE This FIRST AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (this “Amendment”) is entered into as of January 10, 2024, by and among MARIADB PLC, an Irish public limited company, as Issuer, the other Note Parties party hereto and RP Ventures LLC, as Agent and Holder. W I T N E S S E T H: WHEREAS, Issuer, the other Note Parties from time to time party thereto, Agent and Holder have entered into that certain Senior Secured Promissory Note, dated as of October 10, 2023 (as the same may be amended, supplemented and otherwise modified prior to the effectiveness of this Amendment, the “Existing Note”; the Existing Note, as amended by this Amendment and as the same may be hereafter further amended, restated, supplemented or otherwise modified and in effect from time to time, herein is referred to as the “Note”), pursuant to which Holder agreed to make certain financial accommodations to the Issuer. WHEREAS, the Note Parties have reque

SECOND AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (FIRST TRANCHE)
Senior Secured Promissory Note • May 31st, 2012 • Blast Energy Services, Inc. • Oil & gas field exploration services • New York

THIS SECOND AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTE (the “Amendment”) is executed as of this 29th day of May, 2012 (“Effective Date”) by and between BLAST ENERGY SERVICES, INC., a Texas corporation (“Company”), and CENTURION CREDIT FUNDING LLC, a Delaware limited liability company (the “Centurion”). All capitalized terms used but not otherwise defined herein have the respective meanings given them in the Promissory Note.

EX-10.9 3 esph_ex10z9.htm FORM OF NOTE SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • May 5th, 2020

FOR VALUE RECEIVED, ECOSPHERE DEVELOPMENT COMPANY LLC, a Washington limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of _______________, a ________________ company (the “Lender”), at the offices of Lender at _____________________________, or at such other place as the Lender or any holder hereof may from time to time designate, the principal sum of ________________________ in lawful money of the United States of America. The due date of this Promissory Note (the “Note”) shall be on a date which is 59 months after the First Payment Date or earlier as hereinafter provided, together with interest as set forth herein and all other Obligations. In no event shall the First Payment Date be later than May 15, 2017. The First Payment Date means a day four months after the later of the date that Galaxy Groves, LLC (“GG”) receives a certificate of occupancy from the local authorities and the issuance of a license to grow marijuana from the Washington

AMENDMENT NO. 2 TO SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • February 4th, 2011 • Caprius Inc • Hazardous waste management • New York

THIS AMENDMENT NO. 2 TO SENIOR SECURED PROMISSORY NOTE (this “Amendment”), dated as of January 31, 2011, is made by and among CAPRIUS, INC., a Delaware corporation (“Caprius”), M.C.M. ENVIRONMENTAL TECHNOLOGIES, INC., a Delaware corporation (“M.C.M.”), M.C.M. ENVIRONMENTAL TECHNOLOGIES LTD., an Israeli corporation (“M.C.M. Israel”) (Caprius, M.C.M. and M.C.M. Israel may be individually referred to as a “Borrower” and collectively referred to as the “Borrowers”), and VINTAGE CAPITAL GROUP, LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”).

Contract
Senior Secured Promissory Note • December 19th, 2022 • BitNile Holdings, Inc. • Electronic components, nec • New York

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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

October 8, 2024 Scilex Holding Company
Senior Secured Promissory Note • October 8th, 2024 • Oramed Pharmaceuticals Inc. • Pharmaceutical preparations
AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (SECOND TRANCHE)
Senior Secured Promissory Note • January 20th, 2012 • Blast Energy Services, Inc. • Oil & gas field exploration services • New York

THIS FIRST AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTE (the “Amendment”) is executed as of this 13th day of January, 2012 (“Effective Date”) by and between BLAST ENERGY SERVICES, INC., a Texas corporation (“Company”), and CENTURION CREDIT FUNDING LLC, a Delaware limited liability company (the “Centurion”). All capitalized terms used but not otherwise defined herein have the respective meanings given them in the Promissory Note. This Amendment supercede and replaced the Term Sheet, dated December 2011, by and between the parties.

EXHIBIT 4.01 ------------ SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • August 14th, 2003 • DSL Net Inc • Telephone communications (no radiotelephone)

For value received, the undersigned, DSL.net, Inc., a Delaware corporation (the "Company"), hereby PROMISES TO PAY to the order of [_______________], a [_______________] corporation (the "Investor"), the principal sum of $[_______] together with interest in arrears from and including the date hereof on the unpaid principal balance until such principal balance is paid in full. The Company agrees to make all payments under this Senior Secured Promissory Note to the order of the Investor, in lawful money of the United States of America and in immediately available funds, to such account or place as the Investor may request in writing ten (10) Business Days (as defined herein) prior to any such payment.

SECOND AMENDMENT TO SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • February 5th, 2024 • Inpixon • Services-computer programming services

This SECOND AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (this “Amendment”) is made and entered into as of January 30, 2024, by and among XTI Aircraft Company, a Delaware corporation (“Borrower”), and Inpixon, a Nevada corporation (“Lender”). Borrower and Lender are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Contract
Senior Secured Promissory Note • August 3rd, 2012 • Lenco Mobile Inc. • Services-advertising

ThIS NOTE haS not been registered under the Securities Act of 1933. IT may not be sold, offered for sale, pledged, hypothecated, or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933 or an opinion of counsel satisfactory to the Company that registration is not required under such Act.

AMENDMENT #1 TO THE AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE ORIGINALLY ISSUED ON SEPTEMBER 28, 2018
Senior Secured Promissory Note • September 30th, 2019 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into on September 27, 2019 (the “Effective Date”), by and between Predictive Oncology, Inc. (f/k/a Precision Therapeutics, Inc.), a Delaware corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company (the “Holder”, and together with the Company, the “Parties”).

Contract
Senior Secured Promissory Note • June 21st, 2022 • Ecoark Holdings, Inc. • Crude petroleum & natural gas • Nevada

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD 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 2 TO SENIOR SECURED PROMISSORY NOTE DATED DECEMBER 11, 2005
Senior Secured Promissory Note • December 14th, 2005 • Ia Global Inc • Communications services, nec

WHEREAS, the Parties entered into the Senior Secured Promissory Note (“Note”) dated September 30, 2005 the Amended Senior Secured Promissory Note dated November 4, 2005; and

Contract
Senior Secured Promissory Note • May 5th, 2020

EX-10.6 3 exhibit10_6.htm EXHIBIT 10.6 SENIOR SECURED PROMISSORY NOTE SENIOR SECURED PROMISSORY NOTE February 28, 2007 Sarasota, Florida FOR VALUE RECEIVED, the undersigned, INVISA, INC., a Nevada corporation (“Borrower”) having an address at 6935 15th Street, Suite 120, Sarasota, Florida, 34243 promises to pay to the order of Centurian Investors, Inc, a Delaware corporation (“Lender”), having an office at 290 Cocoanut Avenue, Sarasota, Florida, or such other place as the Lender may designate in writing, the principal amount up to and not to exceed ONE HUNDRED FIFTY HOUSAND United States Dollars (U.S. $150,000.00), to the extent advanced hereunder and then outstanding, with interest on the unpaid principal balance from the date of this Senior Secured Promissory Note (this “Promissory Note”), until paid, at the Interest Rate (as hereinafter defined) provided herein. 1. Rate of Interest. The outstanding principal balance of this Promissory Note shall bear interest at ten percent (10%) pe

AMENDMENT TO SENIOR SECURED PROMISSORY NOTE DATED NOVEMBER 4, 2005
Senior Secured Promissory Note • November 4th, 2005 • Ia Global Inc • Communications services, nec

WHEREAS, the Parties entered into the Stock Purchase Agreement (“SPA”) dated July 1, 2005 and the Senior Secured Promissory Note (“Note”) dated July 1, 2005; and

Amendment No. 1 to Senior Secured Promissory Note of Red Mountain Resources, Inc.
Senior Secured Promissory Note • November 16th, 2012 • Red Mountain Resources, Inc. • Crude petroleum & natural gas

This Amendment No. 1 (the “Amendment”) to that certain Senior Secured Promissory Note, dated as of November 16, 2011, is entered into by and among Red Mountain Resources, Inc. (“Borrower”) and Hyman Belzberg, William Belzberg and Caddo Management, Inc., a Louisiana corporation (collectively, “Lender”).

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SECOND AMENDMENT TO SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • December 30th, 2022 • Xeriant, Inc. • Aircraft

This Second Amendment to Senior Secured Promissory Note (this “Amendment”) is entered into as of December 27, 2022 between Xeriant, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”).

Contract
Senior Secured Promissory Note • November 7th, 2011 • Entertainment Games, Inc. • Services-prepackaged software • New York

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) 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 IN WHICH THE HOLDER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE.

AMENDMENT #1 TO THAT CERTAIN 18% SENIOR SECURED PROMISSORY NOTE DUE JULY 1, 2018
Senior Secured Promissory Note • June 11th, 2018 • Adial Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment #1 (this “Amendment”), dated as of June 3, 2018, is by and between Adial Pharmaceuticals, Inc., a Delaware corporation, (the “Company”) and the holders (“Holders”) of those certain 18% Senior Secured Promissory Note Due July 1, 2018 (the “Notes”) issued as a series pursuant to Securities Purchase Agreements dated February 22, 2018 and March 19, 2018. Together, the “Parties” and each a “Party”.

ALLONGE TO SECOND AMENDED & RESTATED SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • June 11th, 2018 • Opgen Inc • Services-medical laboratories

THIS ALLONGE TO SECOND AMENDED & RESTATED SENIOR SECURED PROMISSORY NOTE (the “Allonge”) is made effective as of June 11, 2018, by and between OpGen, Inc., a Delaware corporation (the “Company”), Merck Global Health Innovation Fund, LLC (the “Holder”), and, solely for the purpose of the reaffirmation and representations made in Section 3 hereof, AdvanDx, Inc., a Delaware corporation (“AdvanDx”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Note referred to below.

AMENDMENT TO SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • September 27th, 2024 • Grafiti Holding Inc. • Services-computer programming services

This AMENDMENT TO SENIOR SECURED PROMISSORY NOTE (this “Amendment”) is made and entered into as of September 25, 2024, by and among Damon Motors Inc, a British Columbia corporation (“Borrower”), and Grafiti Holding Inc., a British Columbia corporation (“Lender”). Borrower and Lender are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Contract
Senior Secured Promissory Note • September 1st, 2023 • Staffing 360 Solutions, Inc. • Services-help supply services

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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

amendment #4 to the amended and restated senior secured promissory note originally issued on september 28, 2018
Senior Secured Promissory Note • July 20th, 2020 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT #4 to the Note (as defined below) (the “Amendment”) is entered into effective July 15, 2020 (the “Effective Date”), by and between Predictive Oncology, Inc. (f/k/a Precision Therapeutics, Inc.), a Delaware corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company (the “Holder”, and together with the Company, the “Parties”).

AGREEMENT REGARDING SENIOR SECURED PROMISSORY NOTE
Senior Secured Promissory Note • March 13th, 2007 • Dyax Corp • Services-commercial physical & biological research

This AGREEMENT REGARDING SENIOR SECURED PROMISSORY NOTE (“Agreement”), dated effective as of August 23, 2006 (the “Effective Date”), is entered into by and between Genzyme Corporation, with its principal office at 500 Kendall Street, Cambridge, MA 02142 (“Genzyme”), and Dyax Corp., with a principal office at 300 Technology Square, Cambridge, Massachusetts 02139 (“Dyax”).

AMENDMENT #2 TO THE AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE ORIGINALLY ISSUED ON SEPTEMBER 28, 2018
Senior Secured Promissory Note • December 17th, 2019 • Predictive Oncology Inc. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT #2 to the Note (as defined below) (this "Amendment") is entered into effective as of December 12, 2019 (the "Effective Date"), by and between Predictive Oncology, Inc. (f/k/a Precision Therapeutics, Inc.), a Delaware corporation (the "Company"), and L2 Capital, LLC, a Kansas limited liability company (the "Holder", and together with the Company, the "Parties").

Contract
Senior Secured Promissory Note • October 13th, 2022 • MICT, Inc. • Electronic components & accessories • New York

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN EXEMPTION THEREUNDER.

SERIES 2016 10% SENIOR SECURED PROMISSORY NOTE DUE ___________________, 2017
Senior Secured Promissory Note • November 29th, 2016 • Global Healthcare Reit, Inc. • Real estate investment trusts • Colorado

THIS NOTE is one of a duly authorized series of Notes of GLOBAL HEALTHCARE REIT, INC., a Utah corporation (the “Company”), designated as its Series 2016 10% Senior Secured Promissory Notes (the “Notes”) due on ______________, 2017 (the “Maturity Date”), in an aggregate principal amount of up to $1,000,000 plus accrued and unpaid interest.

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