Amended And Restated Subordinated Promissory Note Sample Contracts

Neither This Amended and Restated Subordinated Promissory Note (This Note) Nor the Underlying Securities Have Been Registered Under the Securities Act of 1933 as Amended or the Securities Laws of Any State and Neither This Note Nor Any Securities Issued Pursuant to Its Conversion May Be Sold or Transferred in the Absence of Registration Thereunder or an Exemption Therefrom. (March 9th, 2018)

THIS NOTE, THE OBLIGATIONS HEREUNDER AND ANY LIENS SECURING SUCH OBLIGATIONS ARE SUBJECT TO THE SUBORDINATION AGREEMENT (AS DEFINED BELOW).

Contract (July 23rd, 2015)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 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 (July 23rd, 2015)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 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 (July 23rd, 2015)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 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 (July 23rd, 2015)

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

Neos Therapeutics, Inc. – Neos Therapeutics, Inc. Third Amended and Restated Subordinated Promissory Note (June 19th, 2015)

FOR VALUE RECEIVED, NEOS THERAPEUTICS, INC., a Delaware corporation (the Maker), promises to pay to the order of ESSEX CAPITAL CORPORATION, a California corporation (Essex), in the manner and at the place hereinafter provided, the principal amount of FIVE MILLION NINE HUNDRED THIRTY-FIVE THOUSAND TWO HUNDRED TWENTY-SEVEN DOLLARS ($5,935,227), together with interest as calculated below.

Teladoc, Inc. – Amended and Restated Subordinated Promissory Note (May 29th, 2015)

WHEREAS, effective as of May 2, 2014 (the Effective Date), Teladoc, Inc., a Delaware corporation (Purchaser) and David E. Lindsey (Member Representative) executed that certain Subordinated Promissory Note in the original principal amount of Three Million Five Hundred thousand Dollars ($3,500,000) (the Original Note) payable by Purchaser to the order of the persons listed on Schedule I attached hereto (collectively, the Members);

Neos Therapeutics, Inc. – Neos Therapeutics, Inc. Third Amended and Restated Subordinated Promissory Note (April 27th, 2015)

FOR VALUE RECEIVED, NEOS THERAPEUTICS, INC., a Delaware corporation (the Maker), promises to pay to the order of ESSEX CAPITAL CORPORATION, a California corporation (Essex), in the manner and at the place hereinafter provided, the principal amount of FIVE MILLION NINE HUNDRED THIRTY-FIVE THOUSAND TWO HUNDRED TWENTY-SEVEN DOLLARS ($5,935,227), together with interest as calculated below.

Teladoc, Inc. – Amended and Restated Subordinated Promissory Note (April 24th, 2015)

WHEREAS, effective as of May 2, 2014 (the Effective Date), Teladoc, Inc., a Delaware corporation (Purchaser) and David E. Lindsey (Member Representative) executed that certain Subordinated Promissory Note in the original principal amount of Three Million Five Hundred thousand Dollars ($3,500,000) (the Original Note) payable by Purchaser to the order of the persons listed on Schedule I attached hereto (collectively, the Members);

AAC Holdings, Inc. – Payment of This Amended and Restated Note Is Subordinated to the Payment of All Obligations of the Maker Hereof to Wells Fargo Bank National Association Pursuant to the Terms of the Subordination Agreement Dated as of August 31, 2012, as Amended or Modified From Time to Time by the Parties Thereto, and Any Replacement or Substitutions Therefor. (July 11th, 2014)

THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Amendment No. 1 to the Second Amended and Restated Subordinated Promissory Notes (May 1st, 2014)

This Amendment No. 1 (this "Amendment") dated as of April 25, 2014 between Model Reorg Acquisition, LLC, a Delaware limited liability company (the "Issuer") and the trust entities listed on Schedule 1 hereto (the "Holders" or individually, a "Holder") to those certain Second Amended and Restated Promissory Notes dated April 18, 2012 of the Issuer payable to the order of the Holders in the total principal amount of $85,365,693 ("Sibling Notes") is entered into by and between the parties hereto to amend each of the Sibling Notes. Capitalized terms used herein that are not defined shall have the meaning set forth in the Sibling Notes.

Amendment No. 1 to Amended and Restated Subordinated Promissory Note (May 1st, 2014)

This Amendment No. 1 (this "Amendment") dated as of April 25, 2014 between Model Reorg Acquisition, LLC, a Delaware limited liability company (the "Issuer") and Quality King Distributors, Inc., a New York corporation (the "Holder") to that certain Amended and Restated Promissory Note dated January 7, 2011 of the Issuer payable to the order of the Holder in the principal amount of $35,000,000 ("A&R Note") is entered into by and between the parties hereto to amend the A&R Note. Capitalized terms used herein that are not defined shall have the meaning set forth in the A&R Note.

Amended and Restated Subordinated Promissory Note (April 15th, 2013)

THIS SUBORDINATED PROMISSORY NOTE (this "Note") is executed pursuant to and evidences the Indebtedness funded by Subordinated Creditor and secured pursuant to that certain LOAN AND SECURITY AGREEMENT among Debtor and Subordinated Creditor, as amended through the date hereof, including by that certain SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of even date herewith (as the same may be amended, restated, supplemented, renewed or extended from time to time, the "Subordinate Loan Agreement"), to which reference is made for a statement of the collateral, rights and obligations of Debtor and Subordinated Creditor in relation thereto; but neither this reference to the Subordinate Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Debtor to pay unpaid principal of and interest on this Note when due. Contemporaneously herewith, Subordinated Creditor has executed that certain SUBORDINATION AND INTERCREDITOR AGREEMENT (the "Su

Pacific Entertainment – Amended and Restated Subordinated Promissory Note (May 4th, 2011)

WHEREAS, Pacific Entertainment Corporation, a California corporation, whose address is 5820 Oberlin Drive, Suite 203, San Diego, California 92121 (the "Company") issued, that certain Subordinated Promissory Note dated September 30, 2010 (the "Subordinated Note") to Howard Balaban, an individual whose address is 5820 Oberlin Dr., Suite 203, San Diego, California 92121 (the "Holder") in lieu of paying accrued salary for services rendered to the Company by Holder during the fiscal years 2006 through the date of issue in an aggregate amount of Four Hundred Sixty-seven Thousand One Hundred Sixteen and Eighty-two One Hundredths Dollars ($467,116.82) (the "Accrued Salary"); and

Pacific Entertainment – Amended and Restated Subordinated Promissory Note (May 4th, 2011)

WHEREAS, Pacific Entertainment Corporation, a California corporation, whose address is 5820 Oberlin Drive, Suite 203, San Diego, California 92121 (the "Company") issued that certain Subordinated Promissory Note dated September 30, 2010 (the "Subordinated Note") to Michael G. Meader, an individual whose address is 5820 Oberlin Dr.? Suite 203, San Diego, California 92121 (the "Holder'") in lieu of paying accrued salary for services rendered to the Company by Holder during the fiscal years 2006 through the date of issue in an aggregate amount of Four Hundred Seventy-six Thousand Eight Hundred Seventy-seven and Twenty-one One Hundredths Dollars ($476,877.21) (the "Accrued Salary"); and

Pacific Entertainment – Amended and Restated Subordinated Promissory Note (May 4th, 2011)

WHEREAS, Pacific Entertainment Corporation, a California corporation, whose address is 5820 Oberlin Drive, Suite 203, San Diego, California 92121 (the "Company") issued that certain Subordinated Promissory Note dated September 30, 2010 (the "Subordinated Note") to Klaus Moeller, an individual whose address is 5820 Oberlin Dr., Suite 203, San Diego, California 92121 (the "Holder") in lieu of paying accrued salary for services rendered to the Company by Holder during the fiscal years 2006 through the date of issue in an aggregate amount of Four Hundred Sixty-eight Thousand Four Hundred Fifteen and Sixty-six One Hundredths Dollars ($468,415.66) (the "Accrued Salary"); and

Pacific Entertainment – Amended and Restated Subordinated Promissory Note (May 4th, 2011)

WHEREAS, Pacific Entertainment Corporation, a California corporation, whose address is 5820 Oberlin Drive, Suite 203, San Diego, California 92121 (the "Company") issued that certain Subordinated Promissory Note dated September 30, 2010 (the "Subordinated Note") to Larry Balaban, an individual whose address is 5820 Oberlin Dr., Suite 203, San Diego, California 92121 (the "Holder") in lieu of paying accrued salary for services rendered to the Company by Holder during the fiscal years 2006 through the date of issue in an aggregate amount of Four Hundred Fifty-seven Thousand Nine Hundred Twenty-seven and Twenty-three One Hundredths Dollars ($457,927.23) (the "Accrued Salary"); and

P & F Industries, Inc. – Contract (October 29th, 2010)

THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 25, 2010, BETWEEN HY-TECH HOLDINGS, INC., A DELAWARE CORPORATION, AS THE SUBORDINATED CREDITOR, AND CAPITAL ONE LEVERAGE FINANCE CORPORATION, AS SENIOR AGENT FOR ALL SENIOR LENDERS.

Contract (September 10th, 2010)

This instrument is subject to the terms of Subordination Agreements in favor of Sovereign Bank and Lampe, Conway & Co., LLC, respectively, which Subordination Agreements are each incorporated herein by reference. Notwithstanding any contrary statement contained in the within instrument, no payment on account of the principal or interest thereof shall become due or be paid except in accordance with the terms of such Subordination Agreements.

Optelecom-Nkf Inc – Amended and Restated Subordinated Promissory Note (March 10th, 2010)

Amendment and restatement dated as of March 5, 2010 to the Subordinated Note dated March 8, 2005, as amended by the First Amendment thereto dated as of June 25, 2008

Akorn, Inc. – Amended and Restated Subordinated Promissory Note (August 21st, 2009)

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, MODIFIED OR REPLACED FROM TIME TO TIME, THE SUBORDINATION AGREEMENT) DATED AS OF AUGUST 17, 2009, 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 EJ FUNDS, LP (AGENT), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANIES PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF JANUARY 9, 2009 AMONG THE COMPANIES, GENERAL ELECTRIC CAPITAL CORPORATION, AS A LENDER AND AS AGENT FOR THE LENDERS (GE CAPITAL) AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS SUCH CREDIT AGREEMENT HAS BEEN (I) ASSIGNED BY GE CAPITAL AND THE OTHER LENDERS A PARTY THERETO TO EJ FUNDS LP, AS AGENT AND LENDER PURSUANT TO AN ASSIGNMENT AGREEMENT DATED AS OF MARCH 31,

Contract (June 17th, 2009)

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 (June 17th, 2009)

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 (June 17th, 2009)

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 (June 17th, 2009)

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 (June 17th, 2009)

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 (June 17th, 2009)

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 (June 17th, 2009)

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 (June 17th, 2009)

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 (February 18th, 2009)

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 (February 18th, 2009)

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 (March 31st, 2008)

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.

Diamondback Energy Services – Amended and Restated Subordinated Promissory Note (November 20th, 2007)

FOR VALUE RECEIVED, the undersigned, Diamondback Energy Services LLC, a Delaware limited liability company (the Borrower), with an address at 14301 Caliber Drive, Suite 200, Oklahoma City, Oklahoma 73134-1009, hereby promises and agrees to pay to the order of Kappa Investors LLC, a Delaware limited liability company, with its main office located at c/o Wexford Capital LLC, 411 West Putnam Avenue, Greenwich, Connecticut 06830 (herein called the Lender) the principal sum of TWENTY-FIVE MILLION DOLLARS ($25,000,000), or so much thereof as may be advanced and remain unpaid hereunder, in lawful money of the United States of America and in immediately available funds together with all accrued interest thereon computed and payable in the manner set forth below. The unpaid principal balance of, and all accrued interest on, this Note, unless sooner paid, shall be due and payable in full on August 30, 2008 or on such earlier date as provided herein (the Maturity Date).

Amended and Restated Subordinated Promissory Note (November 9th, 2007)

This Amended and Restated Subordinated Promissory Note (the "Note") amends, re-evidences, restates, and supersedes in full that certain Promissory Note dated November 12, 2003 in the original principal amount of Ten Million Dollars ($10,000,000) and that certain Promissory Note dated March 18, 2004 in the original principal amount of Ten Million Dollars ($10,000,000), each made by the undersigned in favor of Guidant Investment Corporation.

Hemacare – Amended and Restated Subordinated Promissory Note (September 5th, 2006)

FOR VALUE RECEIVED, TERAGENIX CORPORATION, a Florida corporation (the Payor), promises to pay to the order of LAWRENCE FELDMAN (the Payee) at 777 17th Street, Miami Beach, FL 33139-1854, the principal sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), together with interest from the date hereof at a rate equal to 7% simple interest per annum.