Convertible Promissory Note Sample Contracts

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AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • September 29th, 2006 • E Centives Inc • Services-business services, nec • Maryland

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).

AMENDMENT No. 3 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • September 29th, 2006 • E Centives Inc • Services-business services, nec • Maryland

This Amendment No. 3 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).

AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 16th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida

This Amendment No. 2 to the Convertible Promissory Note (this "Amendment") is executed as of August 1, 2011, by Sanomedics International Holdings, Inc., a Delaware corporation (the “Maker”); and CLSS Holdings, LLC ("Holder") to amend the Convertible Promissory Note dated December 7, 2009 (as amended) of the Maker in favor of the Holder (the "Note").

AMENDMENT #6 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 20th, 2017 • Omagine, Inc. • Real estate

This Amendment #6 to Convertible Promissory Note (this “Amendment”) is entered into as of November 13, 2017, by and between St. George Investments LLC, a Utah limited liability company (“Lender”), and Omagine, 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 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 16th, 2015 • Freeze Tag, Inc. • Services-prepackaged software

This Amendment ("Amendment") is made this 15th day of October, 2015, by and between Freeze Tag, Inc., a Delaware corporation ("Borrower"), on the one hand, and an Accredited Investor (the "Lender"), on the other hand, to amend the terms of that certain Convertible Promissory Note dated December 20, 2013, and entered into by and between the Parties (the "Note"). Borrower and Lender each shall be referred to herein as a "Party" and collectively as the "Parties". In the event the terms of the Note and this Amendment conflict, the terms of this Amendment control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

Contract
Convertible Promissory Note • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SECOND Amendment to CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • Delaware

This Second Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of October 23, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized terms used in this Amendment but not defined herein shall have the meanings given in the Note (as defined below).

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 2nd, 2022 • SPI Energy Co., Ltd. • Semiconductors & related devices

This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of October 28, 2022, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and SPI Energy Co., Ltd., a Cayman Islands 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. 2 TO 12% SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • May 22nd, 2023 • IIOT-OXYS, Inc. • Services-prepackaged software

This Amendment No. 2 to the 12% Secured Convertible Promissory Note (this “Amendment”), dated effective August 2, 2022 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and Vidhyadhar Mitta, an individual (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the 12% Secured Convertible Promissory Note dated August 2, 2019 issued by the Borrower to the Holder (the “Note”), attached hereto as Exhibit A.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 14th, 2023 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of March __, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and NRX Pharmaceuticals, 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).

SEQUANS COMMUNICATIONS S.A. AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 1st, 2017 • Sequans Communications • Semiconductors & related devices

This Amendment No. 1 to Convertible Promissory Note (the “Amendment”) is made as of June 30, 2017 by and between Sequans Communications S.A., a société anonyme incorporated in the French Republic (the “Company”) and Manatuck Hill Scout Fund, LP, a Delaware limited partnership (the “Purchaser” and together with the Company, the “Parties”) and is made with reference to the Convertible Promissory Note issued as of May 5, 2016 (the “Note”) under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the “Purchase Agreement”), between the Company and the several purchasers party thereto, including the Purchaser. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • December 18th, 2014 • Solar3d, Inc. • Telephone & telegraph apparatus

This Amendment to Convertible Promissory Note (the “First Amendment”) is made as of this 16th day of December 2014 by and between Solar3D, Inc., a Delaware corporation (the “Company”), and Bountiful Capital, LLC, a Nevada limited liability company and a purchaser of a convertible promissory note pursuant to that certain Convertible Promissory Note, dated January 29, 2014 (“Purchaser”), with respect to the following facts:

Extension No. 3 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • July 27th, 2022 • IIOT-OXYS, Inc. • Services-prepackaged software

This Extension No. 3 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”), as amended, in the principal amount of $100,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada limited liability company (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020, as amended, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.

AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • October 19th, 2006 • E Centives Inc • Services-business services, nec • Maryland

This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 16, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Franca Segre (the “Holder”).

AMENDMENT #2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • May 13th, 2020 • Sysorex, Inc. • Services-computer programming services

This Amendment #2 to Convertible Promissory Note (this “Amendment”) is entered into as of April 23, 2020, by and between Chicago Venture Partners, L.P., a Utah limited partnership (“Lender”), and Sysorex, Inc., a Nevada corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).

Extension No. 1 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 13th, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software

This Extension No. 1 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”) in the principal amount of $75,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada limited liability company (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020 issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.

FORM OF AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • January 29th, 2016 • Advanced Inhalation Therapies (AIT) Ltd. • Pharmaceutical preparations

This AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into as of January __, 2016, by and among Advanced Inhalation Therapies (AIT) Ltd. (the “Company”), a private company registered in Israel, and _____, as Holder. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Note (as defined below).

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 20th, 2017 • Omagine, Inc. • Real estate

This agreement (the “Amendment Agreement”) is made and entered into as of November 2, 2017 by and between Omagine, Inc., a Delaware corporation (the “Company”) and Jeffrey A. Grossman (the “Lender”). This Amendment Agreement is an amendment to that certain Convertible Promissory Note between the Company and the Lender dated July 3, 2017 (the “Note”). The Note is incorporated into this Amendment Agreement by reference thereto. Capitalized terms used in this Amendment Agreement and not otherwise defined herein shall have the meaning given to them in the Note.

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 2nd, 2018 • BioRestorative Therapies, Inc. • Services-misc health & allied services, nec

This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of February 15, 2018, by and between St. George Investments LLC, a Utah limited liability company (“Lender”), and BioRestorative Therapies, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Second Exchange Note (as defined below).

AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE
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
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.

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AMENDMENT #2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 21st, 2017 • Omagine, Inc. • Real estate

This Amendment #2 to Convertible Promissory Note (this “Amendment”) is entered into as of July 12, 2017, by and between St. George Investments LLC, a Utah limited liability company (“Lender”), and Omagine, 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 SHORT TERM CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • March 30th, 2011 • Cicero Inc • Services-computer programming services • New York

This Amendment No. 3 to Short Term Convertible Promissory Note (this “Amendment”) is made as of March 25, 2011, between Cicero Inc., a Delaware corporation (the “Company”), and SOAdesk, LLC, a Delaware limited liability company (“Holder”).

Extension No. 2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • December 3rd, 2021 • IIOT-OXYS, Inc. • Services-prepackaged software

This Extension No. 2 (this “Extension”) to the Convertible Promissory Note, issued July 29, 2020 (the “Issuance Date”), as amended, in the principal amount of $75,000, is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Borrower”), on the one hand, and GHS Investments LLC, a Nevada limited liability company (the “Holder”), on the other hand. The Borrower and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Extension will have the meaning set forth in the Convertible Promissory Note issued July 29, 2020, as amended, issued to the Holder by the Borrower (the “Note”), attached hereto as Exhibit A.

AMENDMENT NO. 1 CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 2nd, 2005 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods

This Amendment No. 1 (this “Amendment”), effective as of May 20, 2005, by and between Rentech, Inc., a Colorado corporation (“Rentech”), and David P. Zimel (“Zimel”).

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • February 29th, 2008 • Nexus Nano Electronics, Inc. • Electronic components, nec

THIS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is made and entered into this 25h day of February 2008, by and between CSI BUSINESS FINANCE, INC., a Texas corporation having its principal place of business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (the “Company”) and Nexus Nano Electronics, Inc., a Nevada corporation with its principal place of business at 2110 Shady Branch Drive, Kingwood, Texas 77339 (“Nexus Nano”, and together with the Company, the “Parties”, and each, a “Party”).

AMENDMENT NO. 2 TO SECURED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • February 29th, 2024 • Abvc Biopharma, Inc. • Pharmaceutical preparations

This Amendment No. 2 to Senior Convertible Promissory Note (this “Amendment”) is entered into as of February [ ], 2024 (the “Amendment Date”), by and between Lind Global fund II LP, a Delaware limited partnership (“Holder”), and ABVC BioPharma, Inc., a Nevada corporation (“Maker”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).

ASSIGNEMENT OF CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • February 9th, 2022 • Boatim Inc. • Services-computer processing & data preparation • Nevada

This General Assignment Agreement (the “Assignment”) of the rights to receive and hold (a) Convertible Promissory Note(s) (the “Note(s)”) is made this December 22nd, 2020, by and between Step Well Advisory Ltd. of Macao (the “Assignor”) and AWT Management Services Sdn. Bhd. of Kuala Lumpur, Malaysia (the “Assignee”).

AMENDMENT NO. 1 TO SHORT TERM CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 13th, 2010 • Cicero Inc • Services-computer programming services • New York

This Amendment No. 1 to Short Term Convertible Promissory Note (this “Amendment”) is made as of March 31, 2010, between Cicero Inc., a Delaware corporation (the “Company”), and SOAdesk, LLC, a Delaware limited liability company (“Holder”).

AMENDMENT NO. 2 TO SHORT TERM CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 5th, 2010 • Cicero Inc • Services-computer programming services • New York

This Amendment No. 2 to Short Term Convertible Promissory Note (this “Amendment”) is made as of September 30, 2010, between Cicero Inc., a Delaware corporation (the “Company”), and SOAdesk, LLC, a Delaware limited liability company (“Holder”).

AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • January 6th, 2006 • E Centives Inc • Services-business services, nec • Maryland

This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of December 31, 2005 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Venturetec, Inc. (the “Holder”).

SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 27th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

This Second Amendment to Convertible Promissory Note (this “Amendment”) is made effective as of this [ ]th day of November, 2017, by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Convertible Promissory Notes (each, a “Holder” and collectively, the “Holders”).

FIRST AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTE
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”).

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