Unsecured Convertible Promissory Note Sample Contracts

UNSECURED CONVERTIBLE PROMISSORY NOTE AMENDMENT 1
Unsecured Convertible Promissory Note • August 19th, 2013 • Location Based Technologies, Inc. • Search, detection, navagation, guidance, aeronautical sys

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Unsecured Convertible Promissory Note dated March 6, 2013, (the “Original Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Greggory Haugen (the “Lender”) (each a, “Party” both are, “Parties”).

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Contract
Unsecured Convertible Promissory Note • May 16th, 2008 • Claimsnet Com Inc • Services-computer processing & data preparation • Delaware

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (COLLECTIVELY WITH THIS NOTE, THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UPON DELIVERY TO THE ISSUER OF THE SECURITIES OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE SECURITIES THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS PURSUANT TO AVAILABLE EXEMPTIONS THEREFROM. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS HEREOF.

AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • May 24th, 2016 • Vape Holdings, Inc. • Electric housewares & fans

This Amendment to Unsecured Convertible Promissory Note (this “Amendment”) is entered into as of August 26, 2015, by and between Typenex Co-Investment, LLC, a Utah limited liability company (“Lender”), and Vape Holdings, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).

AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • August 11th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 3 (this “Amendment”), dated as of July 7, 2023, to those certain Unsecured Convertible Promissory Notes (as amended, the “Third Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to each Holder pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 and as subsequently amended on May 15, 2023 (as amended, the “Securities Purchase Agreement”) is made by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.

Contract
Unsecured Convertible Promissory Note • June 6th, 2008 • Bayhill Capital Corp • Telephone communications (no radiotelephone) • Utah

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
Unsecured Convertible Promissory Note • May 19th, 2016 • Li3 Energy, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

FIRST AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • January 20th, 2017 • Transgenomic Inc • Laboratory analytical instruments • New York

THIS FIRST AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is dated as of January 17, 2017 (the “Amendment Effective Date”), by and between MAZ Partners LP (“Holder”), and Transgenomic, Inc. (the “Company”).

UNSECURED CONVERTIBLE PROMISSORY NOTE AMENDMENT 1
Unsecured Convertible Promissory Note • September 5th, 2013 • Location Based Technologies, Inc. • Search, detection, navagation, guidance, aeronautical sys

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Unsecured Convertible Promissory Note dated November 1, 2012, (the “Original Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and David Meyers (the “Lender”) (each a, “Party” both are, “Parties”).

FORM OF UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • September 8th, 2020 • Powerbridge Technologies Co., Ltd. • Services-computer programming services • New York

FOR VALUE RECEIVED, Powerbridge Technologies Co., Ltd., a Cayman Islands exempted company with limited liability (“Borrower”), promises to pay to [●], or its successors or assigns (“Holder”), the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, (the “Principal”)) and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Issuance Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of six percent (6.0%) per annum from the Issuance Date until the same is paid in full. This Note is issued pursuant to that certain Securities Purchase Agreement dated [●], 2020, as the same may be amended from time to time, by and among Borrower and the purchaser signatory thereto (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and

Contract
Unsecured Convertible Promissory Note • June 13th, 2014 • Wireless Ronin Technologies Inc • Services-computer integrated systems design • Minnesota

NEITHER THIS NOTE NOR ANY OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. BY ACQUIRING THIS NOTE, THE HOLDER AGREES TO NOT SELL OR OTHERWISE DISPOSE OF THIS NOTE OR ANY SECURITIES INTO WHICH IT MAY BE CONVERTED WITHOUT REGISTRATION OR THE APPLICABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE AFORESAID ACTS AND THE RULES AND REGULATIONS THEREUNDER.

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Unsecured Convertible Promissory Note • November 19th, 2010 • Clarus Therapeutics Inc • 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 "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH TRANSACTION UNDER THE ACT AND ALL OTHER APPLICABLE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT AND OTHER APPLICABLE SECURITIES LAWS.

UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • May 15th, 2002 • Villageedocs Inc • Services-business services, nec
FIRST AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • October 25th, 2017 • Aura Systems Inc • Miscellaneous electrical machinery, equipment & supplies

This FIRST AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is effective as of the 15th day of June 2017; (the “Effective Date”) and entered into by and among Aura Systems, Inc., a Delaware corporation (the “Company”), and the Survivor’s Trust Under the Warren L. BreSlow Trust (the “Holder”), with reference to that certain Unsecured Convertible Promissory Note dated January 24, 2017 (as amended, the “Original Note”) issued in connection with that certain Debt Refinancing Agreement also dated January 24, 2017 (as amended, the “Original Refinancing Agreement”) by and among the Company and the Holder. Capitalized terms not defined herein that are defined in the Original Note and/or the Original Refinancing Agreement shall have the meaning ascribed to them therein.

Contract
Unsecured Convertible Promissory Note • October 12th, 2011 • Cempra Holdings, LLC • Delaware

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. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THIS NOTE AND THE UNDERLYING SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

AMENDMENT NO. 1 TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • February 16th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 1 (this “Amendment”), dated as of February 14, 2023, to those certain Unsecured Convertible Promissory Notes (the “Second Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to certain Holders pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 (as amended, the “Securities Purchase Agreement”) is made by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.

EV RENTAL CARS, LLC a California limited liability company UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • July 25th, 2008 • IMMS, Inc. • Services-racing, including track operation • Nevada

EV RENTAL CARS, LLC, a California limited liability company (the “Issuer”), hereby promises to pay to _____________________________ (the “Payee”), at _____________________________, or such other place as the Payee shall direct in writing, the principal sum of ________________________ Dollars ($______________), plus accrued interest thereon at the rate of ten percent (10%) per annum from the date that the funds are advanced or paid to Issuer, payable in lawful money of the United States of America. If the minimum principal amount of Notes is sold, then at the closing of the currently proposed reorganization between the Issuer and IMMS, Inc., a Nevada corporation (“IMMS”), as described in the Term Sheet dated March 6, 2008, attached hereto as Exhibit “A,” this Note shall automatically convert into the Units of IMMS as described in the Term Sheet and this Note shall be null and void. The Payee acknowledges that IMMS is not a party to the this Note or the Term Sheet, that IMMS is not makin

Contract
Unsecured Convertible Promissory Note • May 25th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research • Delaware

THIS NOTE AND THE SHARES OF CAPITAL STOCK THAT MAY BE ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE PAYEE, CONCURRED WITH BY COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • February 2nd, 2022 • Oncotelic Therapeutics, Inc. • Pharmaceutical preparations • California

FOR VALUE RECEIVED ONCOTELIC THERAPEUTICS, INC., a Delaware Corporation (the “Company”), promises to pay to Golden Mountain Partners, LLC, a California Limited Liability Company (the “Holder”), in lawful money of the United States of America, the principal amount of FIVE HUNDRED THOUSAND DOLLARS (US$500,000), together with interest on the unpaid principal balance, in the manner provided below.

UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • December 8th, 2014 • Vape Holdings, Inc. • Electric housewares & fans • Utah

This Note carries an original issue discount ("0ID") of $50,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "Transaction Expense Amount"), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $500,000.00 (the "Purchase Price"), computed as follows: $560,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of a wire transfer of immediately available funds in the amount of the Purchase Price (as defined in the Purchase Agreement). For purposes hereof, the term "Purchase Price Date" means the date the Purchase Price is delivered by Lender to Borrower.

Amendment No. 3 to UNSECURED Convertible PROMISSORY Note
Unsecured Convertible Promissory Note • July 28th, 2022 • bioAffinity Technologies, Inc. • Services-commercial physical & biological research

THIS AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of July [*], 2022, by and between bioAffinity Technologies, Inc. a Delaware corporation (“Company”), and [Name of Payee] (“Payee”).

Contract
Unsecured Convertible Promissory Note • August 14th, 2007 • Saflink Corp • Services-computer programming, data processing, etc. • Delaware

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING THIS NOTE, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR, IF REQUESTED BY THE COMPANY, THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR HOLDER OF THIS NOTE REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Contract
Unsecured Convertible Promissory Note • May 24th, 2022 • Ivanhoe Electric Inc. • Metal mining • Delaware

THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SUBSCRIPTION AGREEMENT BETWEEN IVANHOE ELECTRIC INC. (THE “COMPANY”) AND THE SUBSCRIBER THERETO, PROVIDING FOR, AMONG OTHER MATTERS, RESTRICTIONS ON TRANSFER OF THIS NOTE AND SUCH SECURITIES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL BUSINESS OFFICE OF THE COMPANY.

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UNSECURED CONVERTIBLE PROMISSORY NOTE AMENDMENT 1
Unsecured Convertible Promissory Note • April 11th, 2014 • Location Based Technologies, Inc. • Search, detection, navagation, guidance, aeronautical sys

This First Amendment (the "Amendment”) is to amend the following terms and conditions of the Unsecured Convertible Promissory Note dated March 19, 2013, (the “Original Note”) by and between Location Based Technologies, Inc., a Nevada corporation (the "Company"), and Jeff Leu (the “Lender”) (each a, “Party” both are, “Parties”).

UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • February 17th, 2015 • Vape Holdings, Inc. • Electric housewares & fans • California

This Note carries an OID of $182,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $1,808,000.00 (the “Purchase Price”), computed as follows: $2,000,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Note and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). For purposes hereof, the term “Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.

AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • March 17th, 2023 • Arch Therapeutics, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 2 (this “Amendment”), dated as of March 10, 2023, to those certain Unsecured Convertible Promissory Notes (as amended, the “Second Notes”), issued by Arch Therapeutics, Inc., a Nevada corporation (the “Company”), to each Holder pursuant to that certain Securities Purchase Agreement, dated July 6, 2022, by and among the Company and the signatories thereto (the “Holders”), as amended on January 18, 2023 (as amended, the “Securities Purchase Agreement”) is made by and among the Company and the Consenting Stockholders (as defined below). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Securities Purchase Agreement.

AMENDMENT NUMBER 1 To The Unsecured Convertible Promissory Note By and Between Claimsnet.com Inc. And Thomas Michel
Unsecured Convertible Promissory Note • December 13th, 2010 • Claimsnet Com Inc • Services-computer processing & data preparation

This Amendment Number 1 is made to that certain Unsecured Convertible Promissory Note (“Note") made and entered into by and between Claimsnet.com Inc. and Thomas Michel dated January 23, 2007.

Contract
Unsecured Convertible Promissory Note • April 3rd, 2015 • INNOVATION ECONOMY Corp • Miscellaneous manufacturing industries • Delaware

THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVATION ECONOMY CORPORATION D.B.A. IECROWD THAT SUCH REGISTRATION IS NOT REQUIRED.

UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • January 12th, 2011 • Clarus Therapeutics Inc • Pharmaceutical preparations

This Note is one of a series of notes (collectively, the "Notes") being issued from time-to-time pursuant to, and is subject to the terms and conditions of, the Note and Warrant Purchase Agreement by and among the Company, the Holder and the other parties thereto, dated as of November , 2010, as amended (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.

AMENDMENT NO. 1 TO UNSECURED CONVERTIBLE PROMISSORY NOTE
Unsecured Convertible Promissory Note • March 24th, 2022 • Mediaco Holding Inc. • Radio broadcasting stations

THIS AMENDMENT NO. 1 TO UNSECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of March [●], 2022, is by and between MediaCo Holding Inc., an Indiana corporation (the “Company”), and SG Broadcasting LLC, a Delaware limited liability company (the “Holder”).

Contract
Unsecured Convertible Promissory Note • March 6th, 2006 • Nicklebys Com Inc • Services-business services, nec

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.

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