Subordinated Promissory Note Sample Contracts

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Contract
Subordinated Promissory Note • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Contract
Subordinated Promissory Note • June 17th, 2008 • MTM Technologies, Inc. • Services-computer integrated systems design • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

EX-4.2 5 dex42.htm SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • May 5th, 2020 • New York

THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 11, 2008 (THE “INTERCREDITOR AND SUBORDINATION AGREEMENT”) AMONG THE SUBORDINATED LENDERS PARTY THERETO, MODEL REORG ACQUISITION, LLC AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT AND COLLATERAL AGENT FOR CERTAIN LENDERS. BY ITS ACCEPTANCE OF THIS SUBORDINATED PROMISSORY NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AND SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDERS (AS DEFINED THEREIN) ARE BOUND.

Contract
Subordinated Promissory Note • April 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

THIS SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO AN AMENDED AND RESTATED SUBORDINATION AGREEMENT DATED AS OF APRIL 18, 2012 (AS AMENDED, THE “SUBORDINATION AGREEMENT”) AMONG THE HOLDER OF THIS NOTE, HOLDERS OF CERTAIN OTHER PROMISSORY NOTES OF THE MAKER OF THIS NOTE AND WELLS FARGO BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, IN ITS CAPACITY AS ADMINISTRATIVE AND COLLATERAL AGENT PURSUANT TO THE SENIOR CREDITOR AGREEMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) ACTING FOR AND ON BEHALF OF THE PARTIES THERETO AS LENDERS. PAYMENT OF THIS NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND SUBJECT TO THE TERMS AND CONDITIONS OF THE SUBORDINATION AGREEMENT. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDER (AS DEFINED THEREIN) IS BOUND.

EXHIBIT 10.40 [PHARMCHEM INC. LETTERHEAD] June 30, 2003 VIA FEDERAL EXPRESS Messrs. Ted Janus and Will Edwards Micro Cap Partners, L.P. 470 University Avenue Palo Alto, CA 94301 Re: Repayment of Subordinated Promissory Note- Revised Dear Messrs. Janus...
Subordinated Promissory Note • August 11th, 2003 • Pharmchem Inc • Services-medical laboratories

PharmChem, Inc. (the "Company") borrowed $750,000.00 (the "Loan") from you pursuant to an Unsecured Subordinated Note and Warrant Purchase Agreement dated September 12, 2001 and as evidenced by that certain Unsecured Subordinated Promissory Note for $750,000.00 dated September 14, 2001 (the "Note"). In connection with the Loan, the Company issued to you a warrant for 75,000 shares of the Company's common stock (the "Original Warrant") at an exercise price of $3.00 per share. The Company has agreed to repay the Loan prior to the original maturity date and you have agreed to accept $375,000.00 (the "Repayment Amount") as payment in full for the original principal amount of the Note, and unpaid interest thereon of $50,625.00.

WITNESSETH
Subordinated Promissory Note • April 17th, 2000 • Access Worldwide Communications Inc • Services-business services, nec • New York
Contract
Subordinated Promissory Note • November 14th, 2011 • Thomas Group Inc • Services-management consulting services • Texas

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND NO TRANSFER, SALE OR OTHER DISPOSITION OF THIS NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE UNDER SUCH ACT, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR SUCH REGISTRATION IS NOT REQUIRED.

Contract
Subordinated Promissory Note • April 25th, 2024 • 1847 Holdings LLC • Services-management consulting services • Delaware

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

Contract
Subordinated Promissory Note • December 12th, 2007 • LCC International Inc • Radiotelephone communications • Delaware

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JUNE 1, 2007, AMONG BANK OF AMERICA, N.A., LCC INTERNATIONAL, INC. AND CERTAIN OF ITS SUBSIDIARIES AND WIRELESS FACILITIES, INC., AND THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • June 30th, 2016 • GK Investment Holdings, LLC • Real estate

For value received, GK INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"), hereby promises to pay to the order of GKPI I Partners (Lakeview Square), LLC, a Delaware limited liability company (together their successors and assigns, the "Lender"), the principal sum of _____________________ and NO/100 Dollars ($____________.00), plus interest, fees and costs, in accordance with the terms and conditions of this promissory note (this "Note"). This Note evidences an Advance made under that certain Loan Agreement dated ____________, 2016 between Lender and Borrower (the "Loan Agreement"). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Loan Agreement.

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Subordinated Promissory Note • March 28th, 2003 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Delaware

THIS INSTRUMENT AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED, IN THE MANNER AND TO THE EXTENT SET FORTH IN AN AGREEMENT DATED JANUARY 24, 2003 (AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED, RESTATED, MODIFIED, OR SUPPLEMENTED, THE "SUBORDINATION AGREEMENT"), BY THE MAKER AND HOLDER OF THIS INSTRUMENT IN FAVOR OF BANK OF AMERICA, N.A. AS ADMINISTRATIVE AGENT FOR THE "LENDERS" REFERRED TO THEREIN, TO ALL SENIOR INDEBTEDNESS AS DEFINED THEREIN), AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE SUBORDINATION AGREEMENT.

RE: Amendment to Subordinated Promissory Note
Subordinated Promissory Note • December 23rd, 2010 • NaturalShrimp Holdings Inc • Fishing, hunting and trapping • Texas

This letter confirms our agreement to amend the Subordinated Promissory Note, dated as of December 31, 2008 (as amended, the "Note"), issued by NaturalShrimp Holdings, Inc. (the "Company") to Baptist Community Services. As set forth in §2 of the Note, the maximum principal amount outstanding under the Note shall not exceed $70,000 and the Company could borrow amounts under the Note until March 31, 2009. This letter represents our agreement to increase the maximum Principal amount outstanding under the Note to $125,000 and to extend the date until which the Company can borrow amounts under the Note to the Maturity Date, as defined in the Note.

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBORDINATED IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF JANUARY 17, 2014, AS AMENDED FROM TIME TO TIME, BETWEEN LENDER (AS DEFINED BELOW) AND...
Subordinated Promissory Note • January 23rd, 2014 • Teva Pharmaceutical Industries LTD • Pharmaceutical preparations • Delaware

FOR VALUE RECEIVED, the undersigned, NUPATHE INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of TEVA PHARMACEUTICALS USA, INC. (the “Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000), plus interest on the aggregate unpaid principal amount hereof, in the manner and upon the terms and conditions set forth below.

Contract
Subordinated Promissory Note • October 1st, 2015 • KonaRed Corp • Beverages • 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 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Contract
Subordinated Promissory Note • April 24th, 2017 • Telos Corp • Services-computer integrated systems design • Virginia

THIS AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Contract
Subordinated Promissory Note • June 17th, 2009 • MTM Technologies, Inc. • Services-computer integrated systems design • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER

Contract
Subordinated Promissory Note • October 17th, 2016 • Arrhythmia Research Technology Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware

THIS INSTRUMENT AND THE OBLIGATIONS AND RIGHTS OF THE PARTIES HERETO ARE SUBJECT TO AND LIMITED BY THE TERMS OF A SUBORDINATION AGREEMENT FOR THE BENEFIT OF UNIBANK FOR SAVINGS, ITS SUCCESSORS AND ASSIGNS.

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Subordinated Promissory Note • April 10th, 2015 • Telos Corp • Services-computer integrated systems design • Maryland

THIS SUBORDINATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.

Contract
Subordinated Promissory Note • November 14th, 2024 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • Minnesota

THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE SUBORDINATION AGREEMENT, DATED AS OF AUGUST 19, 2024, BY AND AMONG BORROWER, NOTEHOLDER AND USWM, LLC (“SUBORDINATION AGREEMENT”), UNDER WHICH THIS SUBORDINATED PROMISSORY NOTE AND THE NOTEHOLDER’S RIGHTS HEREUNDER ARE SUBORDINATED IN THE MATTER SET FORTH THEREIN

SUB-URBAN BRANDS, INC. Subordinated Promissory Note Due Date: as set forth herein
Subordinated Promissory Note • November 20th, 2006 • Sub-Urban Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Subordinated Promissory Note (the “Note”) is issued by Sub-Urban Brands, Inc., a Nevada corporation (the “Obligor”), to ______________, (the “Holder.

SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • March 31st, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • New York

This Note is that certain Closing Date Note referred to in (i) that certain Term Loan Credit Agreement dated as of March 4, 2022, by and among Payor, ProFrac Holdings II, LLC, a Texas limited liability company (“Holdings II”), as the borrower, the guarantors from time to time party thereto, Piper Sandler Finance LLC, as agent and as collateral agent (the “Term Loan Agent”), and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) and (ii) that certain Credit Agreement, dated as of March 4, 2022, by and among Payor, Holdings II, as the borrower, the guarantors from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (the “ABL Agent” and, together with the Term Loan Agent, each an “Agent” and collectively, the “Agents”), and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time,

Contract
Subordinated Promissory Note • May 7th, 2004 • QC Holdings, Inc. • Kansas

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED THE DATE HEREOF AMONG QC HOLDINGS, INC., BANCO POPULAR NORTH AMERICA, CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P. AND STRATEGIC ASSOCIATES, L.P.

Amendment NO. 2 to SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • June 26th, 2019 • Olb Group, Inc. • Services-business services, nec • New York

This AMENDMENT NO. 2 TO SUBORDINATED PROMISSORY NOTE (this “Amendment”) is dated as of June 25, 2019 (the “Effective Date”), and is by and between The OLB Group, Inc., a Delaware Corporation (the “Maker”), and John Herzog, an individual residing in the State of Connecticut (the “Payee”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings set forth in that certain Subordinated Promissory Note issued by the Maker to the Payee on July 26, 2018, as amended by Amendment No. 1 to Subordinated Promissory Note dated as of November 14, 2018 (the “Note”).

SUBORDINATED PROMISSORY NOTE
Subordinated Promissory Note • August 1st, 2008 • Akorn Inc • Pharmaceutical preparations • Illinois

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 28, 2008, AMONG THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989, AKORN, INC. (“AKORN”), AKORN (NEW JERSEY), INC., (“AKORN NEW JERSEY” AND TOGETHER WITH AKORN, THE “COMPANIES”, AND EACH A “COMPANY”) AND LASALLE BANK NATIONAL ASSOCIATION (“ADMINISTRATIVE AGENT”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANIES PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF OCTOBER 7, 2003 AMONG THE COMPANIES, ADMINISTRATIVE AGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS SUCH CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEP

Contract
Subordinated Promissory Note • May 17th, 2010 • Bridgeline Digital, Inc. • Services-prepackaged software • Massachusetts

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF MAY 11, 2010 IN FAVOR OF SILICON VALLEY BANK WHICH AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.

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