Convertible Debenture Sample Contracts

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CONVERTIBLE DEBENTURE
Convertible Debenture • July 29th, 2013 • Silverstar Mining Corp. • Metal mining • Nevada

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

CONVERTIBLE DEBENTURE
Convertible Debenture • October 5th, 2012 • Herm Holding B.V. • Communications equipment, nec • Utah

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS SECURITY NOR SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY BE SOLD, OFFERED FOR SALE PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.

FIRST AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • May 15th, 2017 • Tauriga Sciences, Inc. • Medicinal chemicals & botanical products

This First Amendment to the Convertible Debenture (the “First Amendment”) is entered into as of May 11, 2017 by and among Tauriga Sciences, Inc., a Florida corporation (the “Company”) and Group 10 Holdings LLC (“Holder”) or its registered assigns or successor in interest. The Company and Holder each referred to herein as a “Party” or collectively as the “Parties”.

Contract
Convertible Debenture • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware

THIS DEBENTURE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 3 OF THIS DEBENTURE TO THE SENIOR INDEBTEDNESS (AS DEFINED HEREIN), AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SECTIONS 3 AND 12 OF THIS DEBENTURE.

ADDENDUM TO 10% SECURED CONVERTIBLE DEBENTURE
Convertible Debenture • April 18th, 2011 • Genmed Holding Corp • Commercial printing

This ADDENDUM (the “Addendum”), to the 10% SECURED CONVERTIBLE DEBENTURE dated December 8, 2010 (the “Convertible Debenture”) by and among Genmed Holding Corp., a Nevada corporation (“GenMed”) and R.P. Piceni (“RPP”), is hereby entered into by the Parties this 8th day of April, 2011, with the terms of this Addendum effective as of December 8, 2010.

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • October 9th, 2007 • MPC Corp • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is dated as of October 1, 2007 by and between MPC Corporation (formerly Hyperspace Communications, Inc.) (the "Company") and Crestview Capital Master LLC (the "Holder").

AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • August 11th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware
CONVERTIBLE DEBENTURE WESTSPHERE ASSET CORPORATION PRINCIPAL AMOUNT - ________________in Canadian Funds
Convertible Debenture • December 1st, 2000 • Westsphere Asset Corp Inc

Westsphere Asset Corporation (hereinafter referred to as the "Company") a Company duly incorporated under the laws of the State of Colorado and having its registered office at Suite 800, 303 East 17th Avenue, Denver, Colorado, for value received, hereby promises to pay to _________________________ (hereinafter referred to as the Debenture-holder"), the principal sum of ____________________________(CDN) dollars in Canadian Funds interest free subject to the terms outlined as follows. As the Borrower cannot give any assurance that the Common Stock of the Company will trade on the OTC Bulletin Board or any other public market, and if at the end of one year, from the Date of Advancement the Common Stock of the Company is not listed for trading on the OTC Bulletin Board or any other public market, the Borrower shall accrue interest at the rate of seven (7%) percent per annum payable on the last day of each and every month for the remaining term of the Loan on the amount of the Principal Sum

SMARTIRE SYSTEMS INC. Convertible Debenture Due: October 31, 2008
Convertible Debenture • December 15th, 2006 • Smartire Systems Inc • Industrial instruments for measurement, display, and control

This Convertible Debenture (the “Debenture”) is issued by SMARTIRE SYSTEMS, INC., a corporation organized and existing under the laws of the Yukon Territory (the “Company”), to TAIB BANK B.S.C. (c) (the “Holder”), pursuant to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) dated October 31, 2006.

CONVERTIBLE DEBENTURE (the “Debenture")
Convertible Debenture • November 29th, 2006 • Global Developments Inc.

This Debenture is specifically acknowledged to be a continuing security for all indebtedness of the Company outstanding from time-to-time, including for all re-advances after any payments of Principal, partial or otherwise, until discharged by the Lender in writing.

MORNINGSTAR CORPORATION CONVERTIBLE DEBENTURE (the “Debenture")
Convertible Debenture • November 29th, 2006 • Global Developments Inc.

This Debenture is specifically acknowledged to be a continuing security for all indebtedness of the Company outstanding from time-to-time, including for all re-advances after any payments of Principal, partial or otherwise, until discharged by the Lender in writing.

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • November 14th, 2007 • MPC Corp • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is dated as of October 1, 2007 by and between MPC Corporation (formerly Hyperspace Communications, Inc.) (the “Company”) and Toibb Investment LLC (the “Holder”).

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • February 8th, 2008 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Agreement”) is made and entered into as of January 31, 2006 by LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”) and LEX VAN HESSEN HOLDING, B.V. (the “Lender”).

BALANCE LABS, INC. Convertible Debenture
Convertible Debenture • April 8th, 2016 • Balance Labs, Inc. • Services-management consulting services • New York

This Convertible Debenture (the “Debenture”) is duly authorized and issued by Balance Labs, Inc., a Delaware corporation, (the “Company”), having its principal executive office at 1111 Lincoln Road, 4th Floor, Miami Beach, Florida.

AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • August 31st, 2011 • H & H Imports, Inc. • Services-motion picture & video tape production

This Amendment to Convertible Debenture (the “Amendment”) dated August 17, 2011, by and among H&H IMPORTS, INC., a Florida corporation (the “Company”) and OCTAGON CAPITAL PARTNERS (the “Lender”).

ALLONGE 2 TO CONVERTIBLE DEBENTURE DUE SEPTEMBER 14, 2018
Convertible Debenture • June 15th, 2018 • Greater Cannabis Company, Inc. • Retail-catalog & mail-order houses

This Allonge 2 (“Allonge”) is made as of June 13, 2018, by The Greater Cannabis Company, Inc., a Florida corporation (“Borrower”) to Emet Capital Partners LLC (“Holder”). Reference is hereby made to that certain Convertible Note Due September 14, 2018 issued by Borrower to Holder dated September 14, 2017 (“Debenture”). Except as amended hereby, the terms of the Debenture remain as originally stated. Terms not otherwise defined herein shall have the meaning set forth in the Debenture.

AMENDMENT NO. 2 TO CONVERTIBLE DEBENTURE
Convertible Debenture • December 15th, 2006 • Lithium Technology Corp • Miscellaneous electrical machinery, equipment & supplies

THIS AMENDMENT NO. 2 TO CONVERTIBLE DEBENTURE (this “Agreement”) is made and entered into as of the date set forth below by LITHIUM TECHNOLOGY CORPORATION, a Delaware corporation (the “Company”) and the holder (the “Debentureholder”) of a Convertible Debenture dated March 11, 2005, as amended, issued by the Company having an original principal amount of $2,500,000 of which $2,000,000 in principal is outstanding as of the date hereof (the “Debenture”).

First Amendment to the 8.75% Convertible Debenture
Convertible Debenture • May 5th, 2010 • Harborview Master Fund Lp • Plastics foam products

This First Amendment to the 8.75% Convertible Debenture (this “Amendment”) is made and entered into as of July 22, 2009, by and among Axion International Holdings, Inc., a Colorado corporation (the “Company”), and Harborview Master Fund LP, (the “Holder”).

AMENDMENT NUMBER 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • February 1st, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas

THIS AMENDMENT AGREEMENT (the “Amendment”) is entered into as of January 14, 2008, between TRIANGLE PETROLEUM CORPORATION., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and CENTRUM BANK AG (the “Investor”).

AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • March 20th, 2006 • Us Dataworks Inc • Services-prepackaged software

THIS AMENDMENT to Convertible Debenture (this “Amendment”) dated effective March 9, 2006, is between US Dataworks, Inc., a Nevada corporation (the “Company”) and Crescent International, Ltd. (the “Holder”).

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CONVERTIBLE DEBENTURE
Convertible Debenture • July 22nd, 2004 • Imperial Consolidated Capital • Metal mining

This Convertible Debenture Agreement is made and effective the 29th day of August, 2003 between Imperial Consolidated Capital (the "Company") and W.L. McCullagh (the "Lender").

ADDENDUM TO CONVERTIBLE DEBENTURE
Convertible Debenture • August 26th, 2003 • Diatect International Corp • Agricultural chemicals

This Addendum to Convertible Debenture and Warrant to Purchase Common Stock (“Addendum”) is entered into as of the 6th day of August 2003 by and between Diatect International Corporation, a California corporation (“Diatect”), and La Jolla Cove Investors, Inc., a California corporation (“LJCI”).

CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
Convertible Debenture • January 23rd, 2015 • KonaRed Corp • Beverages • New York

This CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this “Agreement”), is entered into as of January 20, 2015, by and among KonaRed Corporation, a Nevada corporation (the “Company”), and Group 10 Holdings, LLC (the “Investor”). Each party to this Agreement is referred to herein as a “Party,” and they are referred to collectively as the “Parties.”

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • December 19th, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is entered into by and between TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), and Centrum Bank AG (the “Holder”), as of December 18, 2008.

AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE
Convertible Debenture • December 19th, 2008 • Triangle Petroleum Corp • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE (this “Amendment”), is entered into by and between TRIANGLE PETROLEUM CORPORATION, a Nevada corporation (the “Company”), and Bank Sal. Oppenheim Jr. & Cie., (Switzerland) Ltd (the “Holder”), as of December 18, 2008.

FORM OF AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • June 8th, 2023 • Rubicon Technologies, Inc. • Services-prepackaged software • Delaware

This AMENDMENT TO CONVERTIBLE DEBENTURE (this “Amendment”) dated as of June 2, 2023, by and between Rubicon Technologies, Inc. (the “Company”) and each of the investors signatory hereto (the “Holders”). Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.”

AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • April 17th, 2018 • Rokk3r Inc. • Services-management consulting services • Nevada

THIS AMENDMENT TO CONVERTIBLE DEBENTURE (the “Amendment”) is dated as of [__], 2018 and shall be deemed to be made effective as of June 30, 2017 (the “Effective Date”) by and between Eight Dragons Company, a Nevada corporation (the “Company” or “Eight Dragons”) and [__] (the “Holder”). Each of the Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
Convertible Debenture • February 12th, 2004 • Miravant Medical Technologies • Pharmaceutical preparations • Delaware
CONVERTIBLE DEBENTURE INDENTURE DATED AS OF THE 31ST DAY OF DECEMBER, 2009 AMONG ADVANTAGE OIL & GAS LTD. AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURES
Convertible Debenture • January 4th, 2010 • Advantage Oil & Gas Ltd. • Crude petroleum & natural gas • Alberta

ADVANTAGE OIL & GAS LTD., a corporation existing under the laws of the Province of Alberta and having its head office in the City of Calgary, in the Province of Alberta (hereinafter called "Advantage" or the "Corporation")

SECOND AMENDMENT TO CONVERTIBLE DEBENTURE
Convertible Debenture • January 28th, 2011 • American Petro-Hunter Inc • Oil & gas field services, nec • Nevada

THIS SECOND AMENDMENT TO CONVERTIBLE DEBENTURE (this “Second Amendment”), dated as of November 13, 2010, is entered into by and between American Petro-Hunter, Inc., a Nevada corporation (the “Company”) and Maxum Overseas Fund (the “Purchaser”).

Convertible Debenture
Convertible Debenture • January 3rd, 2020 • Rego Payment Architectures, Inc. • Services-prepackaged software • Delaware

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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

AMENDMENT NO. 1 TO THE CONVERTIBLE DEBENTURE
Convertible Debenture • October 24th, 2023 • Navios Maritime Holdings Inc. • Deep sea foreign transportation of freight

This Amendment No. 1 (this “Amendment No. 1”), dated October 22, 2023, to the Convertible Debenture (the “Convertible Debenture”), dated January 3, 2022, by and between Navios Maritime Holdings Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”) and N Shipmanagement Acquisition Corp. (as transferee of Navios Shipmanagement Holdings Corporation) or its registered and permitted assigns (the “Holder”) is by and between the Company and the Holder. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Convertible Debenture.

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