Bridge Note Sample Contracts

Petrolia Energy Corp – ISSUE DATE: August 17, 2018 Petrolia Energy Corporation 12% Bridge Note - 2018 (September 5th, 2018)

Petrolia Energy Corporation, a Texas corporation whose address is 710 North Post Oak Road, Suite 510, Houston, Texas 77024 (hereinafter referred to as “Petrolia” or the “Company”), for value received, hereby promises to pay to ________________, a Texas Business (the “Payee”), at Houston, Texas, or Payee’s registered assigns at the address designated by such assigns in writing, the sum of ________________________together with all accrued interest on the unpaid principal balance hereof from the date hereof until (a) the date this 12% Note is paid in full; (b) the Maturity Date; or (c) or such earlier date as the Note is paid.

MetaStat, Inc. – METASTAT, INC. Junior Non-Convertible Promissory Bridge Note (April 5th, 2018)

FOR VALUE RECEIVED, MetaStat, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of [___________] or any permitted holder (the “Payee”) of this junior non-convertible promissory bridge note (this “Note”), at the principal office of the Payee set forth herein, or at such other place as the Payee may designate in writing to the Company, the principal sum of [___________] Dollars ($[_____]), with interest on the unpaid principal balance hereof at a rate equal to ten percent (10%) per annum commencing effective as of the Issuance Date (the “Commencement Date”), in such currency of the United States of America as at the time shall be legal tender for the payment of public and private debts and in immediately available funds, as provided in this Note. This Note has been entered into pursuant to the terms of a note purchase agreement (the “Purchase Agreement”) dated as of [_____], 2018 by and among the Company and the purchasers signatory thereto. Unless otherwise

MetaStat, Inc. – METASTAT, INC. Senior Non-Convertible Promissory Bridge Note (April 5th, 2018)

FOR VALUE RECEIVED, MetaStat, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of [___________] or any permitted holder (the “Payee”) of this senior non-convertible promissory bridge note (this “Note”), at the principal office of the Payee set forth herein, or at such other place as the Payee may designate in writing to the Company, the principal sum of [___________] Dollars ($[_____]), with interest on the unpaid principal balance hereof at a rate equal to ten percent (10%) per annum commencing effective as of the Issuance Date (the “Commencement Date”), in such currency of the United States of America as at the time shall be legal tender for the payment of public and private debts and in immediately available funds, as provided in this Note. This Note has been entered into pursuant to the terms of a note purchase agreement (the “Purchase Agreement”) dated as of [_____], 2018 by and among the Company and the purchasers signatory thereto. Unless otherwise

MoneyOnMobile, Inc. – Convertible Bridge Note (January 29th, 2018)

This convertible bridge note is executed and delivered in connection with a bridge note offering (“Bridge Offering”), which Bridge Offering shall be an offering of up to $3 million in aggregate principal amount of convertible bridge notes (the “Note(s)”) and warrants to purchase up to 900,000 shares of common stock of the Company (“Common Stock”).

iMedicor – iMedicor, Inc. FOURTH AMENDED AND RESTATED TERM SHEET Convertible Bridge Note Offering (the “Bridge Offering”) April 6, 2016 (March 31st, 2017)

The Notes are exchangeable for convertible notes (“PIPE Notes”) offered by the Company in the PIPE Financing defined below or (ii) convertible into shares of common stock at any time at the option of the Bridge Note holder. The Bridge Notes (principal and accrued and unpaid interest) will be convertible at a price equal to $0.45 per share of common stock, subject to adjustment as provided below, or exchangeable for PIPE Notes as provided herein. In addition, if (i) the Company is current in filing its reports (other than reports required to be filed on Form 8-K) under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) the gross combined proceeds of the Bridge Offering and PIPE Financing are at least the Minimum PIPE, as defined herein, then the Bridge Notes will automatically be exchanged for PIPE Notes in the principal amount equal to (A) the sum of (1) the total outstanding principal balance of the Bridge Notes plus (2) all accrued and unpa

Hc2 Holdings, Inc. – 11.000% Senior Secured Bridge Note due 2019 HC2 Holdings 2, Inc. (December 20th, 2016)

INTEREST. HC2 Holdings 2, Inc., a Delaware corporation (the “Bridge Note Issuer”), promises to pay or cause to be paid interest on the principal amount of this Bridge Note at 11.000% per annum until maturity. The Bridge Note Issuer will pay interest, if any, semi-annually in arrears on December 1 and June 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on this Bridge Note will accrue from the date of issuance and the first Interest Payment Date shall be June 1, 2017. The Bridge Note Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law (as defined in the indenture, dated as of November 20, 2014 (the “Existing Indenture”), among HC2 Holdings, Inc., a Delaware corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “C

iMedicor – iMedicor, Inc. FOURTH AMENDED AND RESTATED TERM SHEET Convertible Bridge Note Offering (the “Bridge Offering”) April 6, 2016 (August 5th, 2016)
Par Pacific Holdings, Inc. – PAR PACIFIC HOLDINGS, INC. $52,500,000 Convertible Subordinated Bridge Notes COMMITMENT FOR BRIDGE NOTES (June 15th, 2016)

The conversion rate for the Bridge Notes shall initially be equal to the Subscription Price (as hereinafter defined) for the Rights (as hereinafter defined), subject to customary adjustments, including, without limitation, any stock dividends or stock splits.

Xenetic Biosciences, Inc. – Xenetic Biosciences Completes $3,000,000 Bridge Note Financing (July 8th, 2015)

LEXINGTON, MA, July 8, 2015: Xenetic Biosciences, Inc. (“Xenetic” or the “Company”) (OTCQB: XBIO), a biopharmaceutical company focused on developing next-generation biologic drugs and novel orphan oncology therapeutics, today announced that it has completed a $3,000,000 bridge note financing. The financing was concluded with OJSC Pharmsynthez (“Pharmsynthez”), a collaborative partner of Xenetic and an affiliate of Xenetic’s largest shareholder SynBio LLC (“Synbio”) and was arranged directly between the managements of Xenetic and Pharmsynthez on a commission free basis.

Green Dot Corp – 3 (B) (C) (D) (E) (F) (G) (A) 2014-2015E Non-GAAP Total Operating Revenue Bridge Notes: (A) Represents approximate revenue associated with the acquisition of TPG (B) Estimated revenue growth of 20% YoY associated with branded deposit account programs (C) Estimated revenue growth from AccountNow and Achieve Card acquisitions (D) Estimated impact of lower revenues associated with the Company’s private label deposit account program (E) Assumes negative impact related to discontinuation of MoneyPak PIN product. This reflects the Company's expectations regarding the range of potential negative impa (February 3rd, 2015)
Dataram Corp – DATARAM CLOSES SALE OF SUBORDINATED SECURED CONVERTIBLE BRIDGE NOTES TO FUND FURTHER SALES GROWTH AND SOFTWARE DEVELOPMENT (July 18th, 2014)

PRINCETON, N.J. July 18, 2014— Dataram Corporation (NASDAQ: DRAM On July 15,, 2014, Dataram Corporation (the “Company”) entered into a Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (the “Purchase Agreement”) governing the issuance of up to $750,000 aggregate principal amount of Subordinated Secured Convertible Bridge Notes (the “Bridge Notes”) and Warrants (the “Warrants”).  The Bridge Notes and Warrants were issued on July 15, 2014.  The Company issued $600,000 aggregate principal amount of the Bridge Notes to certain institutional investors (“Institutional Investors”) and $150,000 aggregate principal amount of the Bridge Notes to certain members of management, officers and directors of the Company (“Management”).

Growlife, Inc. – GROWLIFE, INC. OID SECURED BRIDGE NOTE DUE OCTOBER 31, 2013 (October 17th, 2013)

This OID Secured Bridge Note of GrowLife, Inc., a Delaware corporation (the “Company”), having its principal place of business at 20301 Ventura Blvd, Suite 126, Woodland Hills, California 91364 (this “Note”), is duly authorized and validly issued.

True Drinks Holdings, Inc. – Re: True Drinks Holdings, Inc. Bridge Note Offering (the “Offering”) (July 3rd, 2013)

True Drinks Holdings, Inc. (the “Company”) proposes to amend the terms of the Note Subscription Agreement and the exhibits thereto (collectively, the “Subscription Documents”) pursuant to the terms of this letter agreement (this “Agreement”) prior to the initial closing in the offering contemplated by the Subscription Documents (the “Offering”).  If you wish to participate in the Offering please execute this amendment and return per the instructions on the signature page hereto at your earliest convenience.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Documents.

Growlife, Inc. – GrowLife, INC. OID SECURED BRIDGE NOTE DUE OCTOBER 31, 2013 (May 3rd, 2013)

This OID Secured Bridge Note of GrowLife, Inc., a Delaware corporation (the “Company”), having its principal place of business at 20301 Ventura Blvd, Suite 126, Woodland Hills, California 91364 (this “Note”), is duly authorized and validly issued.

Imperial Holdings, Inc. – Imperial Holdings Secures 15-year, $300 Million Revolving Credit Facility Provides for premiums on 459 policies with a total face value of $2.3 billion Portion of loan proceeds used to eliminate Subrogation Rights on off balance sheet assets All outstanding Bridge Notes redeemed (May 1st, 2013)

Boca Raton, FL, May 1, 2013 – Imperial Holdings, Inc. (NYSE: IFT) (“Imperial” or the “Company”), a specialty finance company with a focus on providing liquidity solutions to owners of illiquid financial assets, announced today its subsidiary has executed a 15 year, $300 million revolving credit facility. Borrowings under the facility may be used to pay premiums on the 459 life insurance policies pledged as collateral securing the credit facility, debt service, and fees and expenses of third party service providers.

Titan Iron Ore Corp. – EXHIBIT A CONVERTIBLE BRIDGE NOTE (Non-Interest Bearing) CONVERTIBLE BRIDGE NOTE Issue Date: April 2, 2013 (April 5th, 2013)

Titan Iron Ore Corporation, a Nevada corporation (together with its successors, the “Company”), for value received hereby promises to pay to:

Quantum Fuel Systems Technologies Worldwide, Inc. – OID BRIDGE NOTE DUE DECEMBER 31, 2013 (Non-Convertible) OF QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. (January 25th, 2013)

FOR VALUE RECEIVED, Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation having its principal place of business 25242 Arctic Ocean Drive, Lake Forest, California (the “Company”), promises to pay to the order of             , or its registered assigns or successors-in-interest (the “Holder”), the principal sum of [                    ] U.S. Dollars and Zero Cents (US$         and any additional sums due pursuant to the terms hereof on December 31, 2013 (subject to acceleration as set forth herein, the “Maturity Date”) or such earlier date as this Note, or any portion hereof, is required or permitted to be repaid as provided hereunder, and to pay accrued and unpaid interest to the Holder (if any) on the then outstanding principal amount of this Note in accordance with the provisions hereof.

3dicon Corp – CONVERTIBLE BRIDGE NOTE (August 31st, 2012)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELER

Bureau of Fugitive Recovery Inc – 10% CONVERTIBLE BRIDGE NOTE DUE JULY 2, 2013 BUREAU OF FUGITIVE RECOVERY, INC. (July 9th, 2012)

FOR VALUE RECEIVED, in cash and other consideration, Bureau of Fugitive Recovery, Inc., a Colorado corporation (“Borrower”), hereby promises to pay to ____________, or registered assigns (“Holder”), the sum of _____________ (US$_____) (the “Principal”).

Commercetel Corp – 10% SENIOR SECURED CONVERTIBLE BRIDGE NOTE DUE OCTOBER 15, 2012 COMMERCETEL CORPORATION (June 4th, 2012)

FOR VALUE RECEIVED, in cash and other consideration, CommerceTel Corporation, a Nevada corporation (“Borrower”), hereby promises to pay to _____________________ or registered assigns (“Holder”), the sum of _______________________ (US$______) (the “Principal”).

Umami Sustainable Seafood Inc. – UMAMI SUSTAINABLE SEAFOOD INC. SENIOR SECURED BRIDGE NOTE (May 15th, 2012)

FOR VALUE RECEIVED, the undersigned, Umami Sustainable Seafood Inc., a Nevada corporation, with an office located at 405 Lexington Avenue, 26th Floor, Suite 2640, New York, NY 10174, (“Borrower”), hereby unconditionally promises to pay to UTA Capital LLC, a Delaware company (“Purchaser”), on the Maturity Date (as defined in Section 4 hereof) to the order of Purchaser, at the office of Purchaser located at 100 Executive Drive, Suite 330, West Orange, NJ 07052, or such other address designated by Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of two million five hundred thousand dollars ($2,500,000.00).

Ascend Acquisition Corp. – CONVERTIBLE BRIDGE NOTE (“Note”) (January 4th, 2012)

For value received, the undersigned, Andover Games, LLC, a Delaware limited liability company (“Borrower”), promises to pay to the order of Ascend Acquisition Corp. (“Holder”) or its registered agent (collectively “Holder”), in lawful money of the United States of America, the principal sum of ___________ ($_____) (the “Principal”). Interest on the aggregate Principal of this Note shall accrue commencing on the date hereof until such amount is paid in full at the annual rate of the Prime Rate plus five percent (5%) (calculated on the basis of a 365 day year).  Unless paid, accelerated or converted in accordance herewith earlier pursuant to the terms hereof, said principal and accrued interest shall be due and payable on the earlier of (i) the closing (the “Merger Closing”) of the Merger transaction contemplated under and pursuant to that certain Merger Agreement and Plan of Reorganization by and among Holder, Ascend Merger Sub, Borrower and certain members of Borrower dated as of Decem

Native American Energy Group, Inc. – FORM OF SECURED BRIDGE NOTE (November 14th, 2011)

THIS BRIDGE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (B) EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.

MMEX Mining Corp – BRIDGE NOTE (August 11th, 2011)

This Note shall be payable at the offices of the Holder as set forth in the Company’s records, or at such other address as the Holder shall from time to time designate in writing to Company.  This Note is being issued pursuant to the terms of the Subscription Agreement, dated April 25, 2011, to which the Company and the Holder are parties (“Subscription Agreement”).

Excaliber Enterprises, Ltd. – VISTAGEN THERAPEUTICS, INC. SENIOR CONVERTIBLE BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (May 16th, 2011)

This Senior Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") is made as of August 13, 2006, by and between VistaGen Therapeutics, Inc., a California corporation (the "Company"), and the purchasers listed on Exhibit A hereto (each a "Purchaser" and, collectively, the "Purchasers").

Wells Real Estate Investment Trust Ii Inc – BRIDGE NOTE (May 6th, 2011)

This Note is one of the Bridge Notes referred to in the Credit Agreement dated as of March 7, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower the financial institutions party thereto and their assignees under Section 12.5 thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent (the “Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Passport Brands, Inc – BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, PASSPORT BRANDS INC., a Delaware corporation  with an address at 252 West 37th Street, 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Seventeen Thousand Dollars ($117,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Passport Brands, Inc – SENIOR CONVERTIBLE BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018  (hereinafter referred to as "Maker") hereby promises to pay to the order of Francois de Visscher an individual with an address at 83 Meadow Wood Drive, Greenwich, CT 06830  (hereinafter referred to as the "Lender") the principal sum of Two Hundred Thousand Dollars ($200,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.

Passport Brands, Inc – BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation  with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred-Forty Thousand Dollars ($140,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Passport Brands, Inc – BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation  with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Two Hundred Twenty Thousand Dollars ($220,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Passport Brands, Inc – SENIOR CONVERTIBLE BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018  (hereinafter referred to as "Maker") hereby promises to pay to the order of Michael Barnes Esq. an individual with an address at 100 Wilshire Blvd Suite 950, Santa Monica CA 90401 (hereinafter referred to as the "Lender") the principal sum of Fifty Thousand Dollars ($50,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.

Passport Brands, Inc – BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation  with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Five Hundred Thousand Dollars ($400,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Passport Brands, Inc – SENIOR CONVERTIBLE BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018  (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive, Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Thousand Dollars ($100,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.

Passport Brands, Inc – BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation  with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Thirty Thousand Dollars ($130,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Passport Brands, Inc – BRIDGE NOTE (February 11th, 2011)

FOR VALUE RECEIVED, PASSPORT BRANDS INC., a Delaware corporation  with an address at 252 West 37th Street, 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Fifty Thousand Dollars ($50,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.