Convertible Promissory Note Purchase Agreement Sample Contracts

Convertible Promissory Note Purchase Agreement (August 14th, 2017)

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this Agreement), dated as of January 18, 2017, by and among Altimmune, Inc., a Delaware corporation (the Company), the purchasers listed on the Schedule of Purchasers attached as Exhibit A-1 hereto on the date hereof (each a Purchaser and together the Purchasers). The Parties hereby agree as follows:

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (August 11th, 2016)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of August 10, 2016 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Trxade Group, Inc. – Amendment to Convertible Promissory Note Purchase Agreement and Note (June 3rd, 2016)

THIS FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND NOTE (the Amendment) is executed as of this 2nd day of June, 2016 (Effective Date) by and among WESTMINSTER PHARMACEUTICAL, LLC, a Delaware limited liability Company (the Company), TRXADE GROUP, INC., a Delaware corporation and parent to the Company, (the Parent), and Gajan A. Mahendiran and Amudha Mahendiran (collectively, the Purchaser).

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (May 20th, 2016)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of May 18, 2016 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Lucas Energy – Convertible Promissory Note Purchase Agreement (April 1st, 2016)

This Convertible Promissory Note Purchase Agreement (this "Agreement") is entered into on March 29, 2016, to be effective March 11, 2016 (the "Effective Date"), by and among Lucas Energy, Inc., a Nevada corporation (the "Company") and HFT Enterprises, LLC, a Nevada limited liability company (the "Purchaser").

ZEC, Inc. – ZEC, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE Agreement (February 8th, 2016)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Kesselring Holding Corporation. – First Amendment and Restatement of Convertible Promissory Note Purchase Agreement (December 22nd, 2015)

First Amendment and Restatement to Convertible Promissory Note Purchase Agreement (this "First Amended and Restated Amendment"), effective as of December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This First Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of May 13, 2015 (the "Original Purchase Agreement"). This First Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Original Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Original Purchase Agreement. All capitalized terms in this Amended and Rest

Kesselring Holding Corporation. – First Amendment and Restatement of Convertible Promissory Note Purchase Agreement (December 22nd, 2015)

First Amendment and Restatement to Convertible Promissory Note Purchase Agreement (this "First Amended and Restated Amendment"), effective as of December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This First Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of February 10, 2015 (the "Original Purchase Agreement"). This First Amended and Restated Amendment sets forth the amended terms and conditions of, and, except as specifically provided otherwise herein, restates in its entirety, the Original Purchase Agreement and certain of the terms of the Convertible Notes (defined below) issued pursuant to the Original Purchase Agreement. All capitalized terms in this Amended and

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (December 22nd, 2015)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of December 15, 2015 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kesselring Holding Corporation. – Second Amendment and Restatement of Convertible Promissory Note Purchase Agreement (December 22nd, 2015)

SECOND AMENDMENT AND RESTATEMENT OF CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Second Amended and Restated Amendment"), effective as December 15, 2015, is entered into by and among Kingfish Holding Corporation, a Delaware corporation (formerly Kesselring Holding Corporation, the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). This Second Amended and Restated Amendment amends, restates, and, except as specifically provided herein, supersedes the prior Convertible Promissory Note Purchase Agreement, effective as of October 24, 2014 (the "Original Purchase Agreement"), as amended by First Amendment to Convertible Promissory Note Purchase Agreement, effective as of January 12, 2015 (the "First Amended Purchase Agreement"), as further amended in Section 4.5 of the Convertible Promissory Note Purchase Agreement by and between the Company and the Investor, effective as of May 13, 2015 (the

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (December 22nd, 2015)

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), effective as of December 15, 2015 is entered into by and among KINGFISH HOLDING CORPORATION, a Delaware corporation (the "Company"), and JAMES K. TOOMEY, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Trxade Group, Inc. – Westminster Pharmaceuticals, Llc Convertible Promissory Note Purchase Agreement (October 27th, 2015)

THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the Agreement) is made as of October __, 2015 (the Effective Date) by and among WESTMINSTER PHARMACEUTICAL, LLC, Inc., a Delaware limited liability Company (the Company), TRXADE GROUP, INC., a Delaware corporation and parent to the Company, (the Parent), and Gajan A. Mahendiran and Amudha Mahendiran (collectively, the Purchaser)

Solar Power, Inc. – Solar Power, Inc. Convertible Promissory Note Purchase Agreement (June 15th, 2015)

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this Agreement), dated as of June , 2015, is entered into by and between Solar Power, Inc., a California Corporation (the Company), and Vision Edge Limited, a company established under the laws of British Virgin Islands (the Investor) The Company and the Investor are hereinafter collectively referred to as the Parties and each individually as a Party.

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (May 15th, 2015)

Convertible Promissory Note Purchase Agreement (this "Agreement"), effective as of May 13, 2015 is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Health Benefits Direct – Inspro Technologies Corporation Secured Convertible Promissory Note Purchase Agreement (March 30th, 2015)

This Secured Convertible Promissory Note Purchase Agreement (the "Agreement") is made as of March 27, 2015 (the "Effective Date") by and among InsPro Technologies Corporation, a Delaware corporation (the "Company"), InsPro Technologies, LLC, a Delaware limited liability company ("InsPro" and collectively with the Company, the "Loan Parties"), and The Co-Investment Fund II, L.P., a Delaware limited partnership (the "Purchaser").

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (February 13th, 2015)

Convertible Promissory Note Purchase Agreement (this "Agreement"), effective as of February 10, 2015 is entered into by and among Kingfish Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kesselring Holding Corporation. – First Amendment to Convertible Promissory Note Purchase Agreement (February 13th, 2015)

First Amendment to Convertible Promissory Note Purchase Agreement (this "First Amendment"), effective as of January 12, 2015, is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor").

Health Benefits Direct – Inspro Technologies Corporation Secured Convertible Promissory Note Purchase Agreement (February 3rd, 2015)

This Secured Convertible Promissory Note Purchase Agreement (the "Agreement") is made as of January 30, 2015 (the "Effective Date") by and among InsPro Technologies Corporation, a Delaware corporation (the "Company"), InsPro Technologies, LLC, a Delaware limited liability company ("InsPro" and collectively with the Company, the "Loan Parties"), and The Co-Investment Fund II, L.P., a Delaware limited partnership (the "Purchaser").

Unsecured Convertible Promissory Note Purchase Agreement (January 7th, 2015)

This Unsecured Convertible Promissory Note Purchase Agreement, dated on and as of the date set forth on the signature pages hereto (this "Agreement"), is made between Transgenomic, Inc., a Delaware corporation (the "Company"), the undersigned purchaser(s) (each a "Purchaser" and, collectively with any Additional Purchasers who become a party to this Agreement at a subsequent Closing under Section A(3) below, the "Purchasers") and each assignee of a Purchaser who becomes a party hereto.

Solar Power, Inc. – Solar Power, Inc. Convertible Promissory Note Purchase Agreement (December 18th, 2014)

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 12, 2014, is entered into by and between Solar Power, Inc., a California Corporation (the "Company"), and Brilliant King Group Ltd., a company established under the laws of British Virgin Islands (the "Investor"). The Company and the Investor are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Solar Power, Inc. – Solar Power, Inc. Convertible Promissory Note Purchase Agreement (December 18th, 2014)

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 15, 2014 is entered into by and between Solar Power, Inc., a California Corporation (the "Company"), and Union Sky Holding Group Limited, a company established under the laws of British Virgin Islands (the "Investor"). The Company and the Investor are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Solar Power, Inc. – Solar Power, Inc. Convertible Promissory Note Purchase Agreement (December 18th, 2014)

This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 12, 2014, is entered into by and between Solar Power, Inc., a California Corporation (the "Company"), and Poseidon Sports Limited, a company established under the laws of Cayman Islands (the "Investor"). The Company and the Investor are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (December 17th, 2014)

Convertible Promissory Note Purchase Agreement (this "Agreement"), effective as of February 20, 2013 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (December 17th, 2014)

Convertible Promissory Note Purchase Agreement(this "Agreement"), effective as of October 24, 2014 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business addressa at 6425 28th Avenue East, Bradenton, Florida 34208(the "Investor").Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

Kesselring Holding Corporation. – Convertible Promissory Note Purchase Agreement (December 17th, 2014)

Convertible Promissory Note Purchase Agreement (this "Agreement"), effective as of August 22, 2013 is entered into by and among Kesselring Holding Corporation, a Delaware corporation (the "Company"), and James K. Toomey, an individual with his business address at 6425 28th Avenue East, Bradenton, Florida 34208 (the "Investor"). Certain capitalized terms used in this Agreement are defined in Section 5.1 of this Agreement.

KiOR – SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT by and Among KiOR, Inc., KiOR Columbus, LLC, the Purchasers Party Hereto and the Agent October 18, 2013 (October 21st, 2013)

THIS SUBORDINATION AGREEMENT dated as of October [ ], 2013 is entered into by and among KiOR, INC., a Delaware corporation (the Parent), each other Grantor (as defined below) from time to time party hereto, Khosla Ventures III LP, in its capacity as administrative agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the First-Lien Agent), 1538731 Alberta Ltd. , in its capacity as second-lien agent under the Second-Lien Loan Documents (as defined below) (together with its successors and assigns in such capacities from time to time, the Second-Lien Agent). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.

KiOR – Amendment No. 1 to Senior Secured Convertible Promissory Note Purchase Agreement (October 21st, 2013)

This AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the Amendment) is made as of October 20, 2013, by and among KiOR, Inc., a Delaware corporation (KiOR, and together with each other Subsidiary that is a party to the Purchase Agreement (as defined below) or becomes a party to the Purchase Agreement, collectively the Company), the Purchasers (as defined in the Purchase Agreement) and Khosla Ventures III LP as Agent.

Convertible Promissory Note Purchase Agreement (January 6th, 2012)

No form of general solicitation or general advertising was used by the Company or its representatives in connection with the offer or sale of the Notes. Assuming the accuracy of the representations and warranties of the Purchasers, no registration of the Notes, pursuant to the provisions of the Act or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Notes.

Convertible Promissory Note Purchase Agreement (August 29th, 2011)

This Convertible Promissory Note Purchase Agreement (this Agreement) is entered into as of May 31, 2011, by and among AxoGen Corporation, a Delaware corporation (the Company) and the Persons listed on Schedule A attached hereto, as such Schedule A may be amended from time to time (individually, a Purchaser and collectively, the Purchasers).

Second Amendment to Senior Secured Convertible Promissory Note Purchase Agreement and Notes (June 3rd, 2011)

THIS SECOND AMENDMENT TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AGREEMENT AND NOTES (the "Amendment") is entered into as of May __, 2011 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").

Amarantus Therapeutics, Inc. Senior Secured Convertible Promissory Note Purchase Agreement (June 3rd, 2011)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is entered into as of December 28, 2010 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").

Second Amendment to Senior Secured Convertible Promissory Note Purchase Agreement and Notes (May 31st, 2011)

THIS SECOND AMENDMENT TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AGREEMENT AND NOTES (the "Amendment") is entered into as of May __, 2011 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").

Amarantus Therapeutics, Inc. Senior Secured Convertible Promissory Note Purchase Agreement (May 31st, 2011)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is entered into as of December 28, 2010 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").

Amarantus Therapeutics, Inc. Senior Secured Convertible Promissory Note Purchase Agreement (May 27th, 2011)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (the "Agreement") is entered into as of December 28, 2010 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").

Second Amendment to Senior Secured Convertible Promissory Note Purchase Agreement and Notes (May 27th, 2011)

THIS SECOND AMENDMENT TO THE SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AGREEMENT AND NOTES (the "Amendment") is entered into as of May __, 2011 (the "Effective Date"), by and among Amarantus Therapeutics, Inc., a Delaware corporation (the "Company"), each of the parties (collectively the "Investors" and individually an "Investor") severally listed on the Schedule of Investors attached hereto as Exhibit A, and Seahawk Capital Partners, Inc., as collateral agent on behalf of the Investors (the "Collateral Agent").