Amended Promissory Note Sample Contracts

Lucas Energy – Amendment Dated March 31, 2017, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 (April 7th, 2017)

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between CATI Operating, LLC ("CATI"), as assignee of Lucas Energy, Inc. - now known as Camber Energy, Inc. ("CEI") - and Louise H. Rogers, an individual as her separate property ("Rogers"), is entered into and made effective as of the 31st day of March, 2017, assuming all conditions described below are first met. This document is referred to as the "March 2017 Amendment."

Lucas Energy – Amendment Dated January 31, 2017, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 (February 6th, 2017)

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between CATI Operating, LLC ("CATI"), as assignee of Lucas Energy, Inc. ("LEI") [LEI is now known as Camber Energy, Inc.], and Louise H. Rogers, an individual as her separate property ("Rogers"), is entered into and made effective as of the 31st day of January, 2017, assuming all conditions described below are first met. This document is referred to as the "January 2017 Amendment."

Lucas Energy – Amendment Dated October 31, 2016, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 (November 1st, 2016)

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between CATI Operating, LLC ("CATI"), as assignee of Lucas Energy, Inc. ("LEI"), and Louise H. Rogers, an individual as her separate property ("Rogers"), is entered into and made effective as of the 31st day of October, 2016, assuming all conditions described below are first met. This document is referred to as the "October 2016 Amendment."

Lucas Energy – Amendment Dated December 14, 2015, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 (December 18th, 2015)

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between Lucas Energy, Inc. ("LEI"), and Louise H. Rogers, an individual as her separate property ("Rogers"), is entered into and made effective on this 14th day of December, 2015. This document is referred to as the "December 2015 Amendment."

Lucas Energy – Amendment Dated August 28, 2015 to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 (September 1st, 2015)

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated November 13, 2014, between Lucas Energy, Inc. ("LEI"), and Louise H. Rogers, an individual as her separate property ("Rogers"), is entered into and made effective on this 28th day of August, 2015. This document is referred to as the "Amendment."

Lucas Energy – Amendment Dated August 12, 2015, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014 (August 14th, 2015)

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated November 13, 2014, between Lucas Energy, Inc. ("LEI"), and Louise H. Rogers, an individual as her separate property ("Rogers"), is entered into and made effective on this 12th day of August, 2015. This document is referred to as the "Amendment."

Axion Power International, Inc. – Axion Power International, Inc. Amended Promissory Note (July 31st, 2014)

FOR VALUE RECEIVED, Axion Power International, Inc., a Delaware corporation (the "Maker"), hereby promises to pay to the order of Robert Averill or his registered assigns (the "Holder"), as designated herein or at such other place as the legal holder shall designate in writing, the amount set out above as the Original Principal Amount when due, together with interest at the applicable Interest Rate on the principal balance from the date hereof. This Amended Promissory Note amends and supersedes a Subordinated Convertible Note issued May 8, 2013 by Axion Power International, Inc. payable to Robert Averill.

Gilman Ciocia Inc – Amended Promissory Note (September 27th, 2013)
Gilman Ciocia Inc – Amended Promissory Note (September 27th, 2013)
Gilman Ciocia Inc – Amended Promissory Note (September 27th, 2013)
Gilman Ciocia Inc – Amended Promissory Note (September 27th, 2013)
Gilman Ciocia Inc – Amended Promissory Note (September 27th, 2013)
Gilman Ciocia Inc – Contract (June 27th, 2012)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT") AND MAY BE DEEMED A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Gilman Ciocia Inc – Contract (June 27th, 2012)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT") AND MAY BE DEEMED A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Gilman Ciocia Inc – Contract (June 27th, 2012)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT") AND MAY BE DEEMED A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR. OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Gilman Ciocia Inc – Contract (June 27th, 2012)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT") AND MAY BE DEEMED A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 'UNDER THE ACT. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Gilman Ciocia Inc – Contract (June 27th, 2012)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT") AND MAY BE DEEMED A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Gilman Ciocia Inc – Contract (June 27th, 2012)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE "ACT") AND MAY BE DEEMED A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS PROMISSORY NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

Amended Promissory Note (February 21st, 2012)

This Amended Promissory Note shall substitute and replace the original Note signed by the undersigned on August 13, 2002 with the initial principal of One Million and Five Hundred Thousand and Sixty-eight Dollars and 0/100 Cents ($1,568,327). THEREFORE, FOR VALUE RECEIVED the undersigned, promises to pay to Jerome Mahoney, the principal sum of One Million and Nine hundred and Ninety Thousand Dollars ($1,990,00.00), at the rate of Nine and one-half Percent (9 1/2%) per annum on the unpaid balance until paid or until default, both principal and interest payable in lawful money of the United States of America, at c/o iVoice, Inc. ("iVoice") 750 Highway 34, Matawan, New Jersey 07747, or at such place as the legal holder hereof may designate in writing. It is understood and agreed that additional amounts may be advanced by the holder hereof as provided in the instruments, if any, securing this Note and such advances will be added to the principal of this Note and will accrue interest at the

Exhibit a AMENDED PROMISSORY NOTE (February 21st, 2012)

This Amended Promissory Note shall substitute and replace the original Note signed by the undersigned on August 13, 2002 with the initial principal of One Million and Five Hundred Thousand and Sixty-eight Dollars and 0/100 Cents ($1,568,327). THEREFORE, FOR VALUE RECEIVED the undersigned, promises to pay to Jerome Mahoney, the principal sum of One Million and Nine hundred and Ninety Thousand Dollars ($1,990,00.00), at the rate of Nine and one-half Percent (9 1/2%) per annum on the unpaid balance until paid or until default, both principal and interest payable in lawful money of the United States of America, at c/o iVoice, Inc. ("iVoice") 750 Highway 34, Matawan, New Jersey 07747, or at such place as the legal holder hereof may designate in writing. It is understood and agreed that additional amounts may be advanced by the holder hereof as provided in the instruments, if any, securing this Note and such advances will be added to the principal of this Note and will accrue interest at the

RICHFIELD OIL & GAS Co – Amended Promissory Note (December 30th, 2011)

FOR VALUE RECEIVED, the undersigned, HEWITT PETROLEUM, INC., a Delaware corporation ("Maker") promises to pay to SCOTT WEST ("Holder") or order, the principal sum of THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($350,000), together with interest on the unpaid balance from time to time outstanding at an annual rate equal to US Bank Prime Rate less 0.5% percent, there shall be a minimum rate of 4% per annum.. Interest shall accrue on the unpaid balance beginning on July 1, 2010 until the Note is repaid in full on or before December 31, 2011. Interest is guaranteed for at least 30 days even if the Note is paid in full sooner.

Miscor Group – Amended and Restated Subordination Agreement (December 6th, 2011)

This Amended and Restated Subordination Agreement, dated as of November 30, 2011, is made by JOHN A. MARTELL, an individual (the Subordinated Creditor), for the benefit of WELLS FARGO BANK NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operation division (the Lender).

Miscor Group – Amended Promissory Note (Secured) (December 6th, 2011)

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF AN AMENDED AND RESTATED SUBORDINATION AGREEMENT BY JOHN A. MARTELL IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, DATED AS OF NOVEMBER 30, 2011.

Eyes On The Go, Inc. – Amended Promissory Note (September 14th, 2011)

FOR VALUE RECEIVED, AVENUE EXCHANGE CORP., a Delaware corporation (the "Maker"), hereby promises to pay to the order of Mark E. Astrom (the "Payee"), on the Maturity Date (as that term is hereinafter defined) at 2202 North West Shore Blvd., Tampa, FL 33607, in accordance with the terms herein set forth, the principal amount of ONE HUNDRED EIGHTYFIVE THOUSAND TWO HUNDRED TWENTY-SEVEN AND 00/100 DOLLARS (US$185,227.00), together with accrued and unpaid interest thereon. As used herein, the term "Maturity Date" shall mean the date which is one (1) year after the date hereof. This Promissory Note is issued by the Maker (A) in consideration of (i) the extinguishment of all indebtedness of the Maker to Payee on the date hereof, including, without limitation, the amount of $288,706.00, which is recorded on the balance sheet of the Payee as at September 30, 2010, as "Related Party Payable," and (ii) the surrender for cancellation of a certificate representing one (1) share of t

Osage Exploration & Development Inc – AMENDED PROMISSORY NOTE $500,000.00 April 6, 2011 San Diego, California (April 7th, 2011)

FOR VALUE RECEIVED, the undersigned Osage Exploration and Development, Inc., a Delaware corporation, 2445 Fifth Avenue, Suite 310, San Diego, CA 92101 ("Maker"), agrees to the terms of this Note amending the Note executed by Maker on January 24, 2011 and promises to pay to the order of Blackrock Management, Inc., ("Lender") at 12105 Eleonore Court, San Diego, CA 92131, or at such other place as may be designated in writing by the holder of this Note, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with a Loan Fee in lieu of interest of $100,000.00 payable in full as to both principal and fee on May 24, 2011. Any principal or fee amount not paid when due shall bear interest until paid at a rate of twenty percent (20%) ("Default Interest") after Maturity. Default Interest on this Note is calculated on the actual number of days elapsed on a basis of a 360 day year unless otherwise indicated above. For purposes of computing interest on this Note, payments of

Barfresh Food Group Inc. – Amended Promissory Note (February 17th, 2011)

This Note bears interest at the rate of 8% per annum and is payable out of the first funds which the undersigned is entitled to retain under the Production Agreement and Royalty Agreement as further described in the undersigned's registration statement on Form S-1 filed with the SEC; provided, however, that notwithstanding the foregoing, no payments shall be made unless Moving Box, Inc. has sufficient funds to pay its operating expenses prior to making any payments on this Note. Payments on this Note shall only be made to the extent and in amounts above the amounts Moving Box, Inc. must retain to pay its operating expenses on an on-going basis. Any unpaid principal and interest on this Note is due July 13, 2020.

Internal Fixation Systems, Inc. – Amended Promissory Note (February 7th, 2011)

FOR VALUE RECEIVED, pursuant to this promissory note (this "Note"), the undersigned, Internal Fixation Systems, Inc. (the "Maker''), whose address is 10100 NW 166 Way Suite 18, Miami, Florida 33178 promises to pay to the order of Stephen J. Dresnick (the "Payee"), whose address is 5901 SW 74'' Street Suite 408, in lawful money of the United States of America, the principal sum of ONE HUNDRED TWENTY FIVE THOUSAND AND 00/100 Dollars ($125,000.00), in accordance with the terms below.

Amended Promissory Note (April 22nd, 2009)

WSI Industries, Inc., a Minnesota corporation (Maker), for value received, hereby promises to pay to the City of Monticello Economic Development Authority (the Authority), a public body corporate and politic or its assigns (Authority and any assigns are collectively referred to herein as Holder), at its designated principal office or such other place as the Holder may designate in writing, the principal sum of Three Hundred Fifty Thousand and no/100th Dollars ($350,000) or so much thereof as may be advanced under this Note, with interest as hereinafter provided, in any coin or currency that at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of and interest on this Note is payable in installments due as follows:

Interline Resources Corp – Amended Promissory Note (November 4th, 2008)

FOR VALUE RECEIVED, NORTHCUT REFINING, LLC, a Wyoming limited liability company ("Borrower," whether one or more) hereby promises to pay to the order of PRIVATE CAPITAL GROUP, INC., a Utah corporation, as servicing agent for loan Participants (together with any and all of its successors and assigns and/or any other holder of this Note, "Lender"), without offset, in immediately available funds in lawful money of the United States of America, at 486 West 50th North, American Fork, UT 84003 in the principal sum of SIXTEEN MILLION TWO HUNDRED THOUSAND DOLLARS ($16,200,000) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided.

Guided Therapeutics, Inc. – Amended Promissory Note (October 1st, 2008)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, OR ANY OTHER STATE SECURITIES LAW. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD, OR TRANSFERRED, NOR WILL ANY ASSIGNEE OR TRANSFEREE HEREOF BE RECOGNIZED BY THE MAKER HEREOF AS HAVING ANY INTEREST IN THIS PROMISSORY NOTE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THIS PROMISSORY NOTE UNDER ANY APPLICABLE STATE LAW AND THE FEDERAL ACT OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED BY REASON OF AN EXEMPTION FROM REGISTRATION UNDER ANY APPLICABLE STATE LAW AND THE FEDERAL ACT.

Interline Resources Corp – Amended Promissory Note (July 8th, 2008)

FOR VALUE RECEIVED, NORTHCUT REFINING LLC, a Wyoming limited liability company, executed and delivered a Promissory Note dated December 7, 2007, in the original principal amount of ELEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($11,500,000) payable to the order of PRIVATE CAPITAL GROUP, INC., a Utah corporation, as servicing agent for loan Participants. The Borrower, NorthCut Refining, LLC, has requested an additional advance of ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) above the amount of the original Promissory Note. Therefore, as an amendment to and not in payment of or substitution of the original Promissory Note, Borrower amends the Promissory Note to state as follows:

Penn Octane Cp – Restated and Amended Promissory Note September 12, 2007 (November 19th, 2007)

FOR VALUE RECEIVED, the undersigned, RIO VISTA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (Borrower), promises to pay to the order of TRANSMONTAIGNE PRODUCT SERVICES INC., a Delaware corporation (Holder), at Holders offices at 1670 Broadway Street, Suite 3100, Denver, Colorado 80202, or at such other place Holder may from time to time designate, the principal sum of ONE MILLION DOLLARS ($1,000,000) (the Loan Amount), together with interest thereon at the rate hereafter specified and any and all sums which may be owing Holder by Borrower pursuant to this Promissory Note (hereinafter referred to as the Note). This Note amends and restates the Promissory Note dated August 15, 2005 in the original principal amount of $1,300,000 executed by Borrower in favor of Holder (the Original Note).

Central Energy Partners Lp – Restated and Amended Promissory Note September 12, 2007 (November 19th, 2007)

FOR VALUE RECEIVED, the undersigned, RIO VISTA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (Borrower), promises to pay to the order of TRANSMONTAIGNE PRODUCT SERVICES INC., a Delaware corporation (Holder), at Holders offices at 1670 Broadway Street, Suite 3100, Denver, Colorado 80202, or at such other place Holder may from time to time designate, the principal sum of ONE MILLION DOLLARS ($1,000,000) (the Loan Amount), together with interest thereon at the rate hereafter specified and any and all sums which may be owing Holder by Borrower pursuant to this Promissory Note (hereinafter referred to as the Note). This Note amends and restates the Promissory Note dated August 15, 2005 in the original principal amount of $1,300,000 executed by Borrower in favor of Holder (the Original Note).

Affinity Media International Corp., – Amended Promissory Note (February 24th, 2006)

Affinity Media International Corp. (the "Maker") promises to pay to the order of Howard Cohl (the "Payee") the principal sum of Fifteen Thousand Dollars and No cents ($15,000) in lawful money of the United States of America, on the terms and conditions described below.

Affinity Media International Corp., – Amended Promissory Note (February 24th, 2006)

Affinity Media International Corp. (the "Maker") promises to pay to the order of American Consulting Corp. (the "Payee") the principal sum of Two Hundred and Twenty Thousand Dollars and No cents ($220,000) in lawful money of the United States of America, on the terms and conditions described below.