Convertible Promissory Notes Sample Contracts

Amendment of the Multiple Convertible Promissory Notes (May 22nd, 2018)

This Amendment to all of the Convertible Promissory Notes (the Original Agreements) entered into between Lithium Exploration Group Inc., (the Seller) and Concord Holding Group LLC (the Buyer) is hereby entered into on March 28, 2018.

Amendment of the Multiple Convertible Promissory Notes (May 21st, 2018)

This Amendment to all of the Convertible Promissory Notes (the Original Agreements) entered into between Lithium Exploration Group Inc., (the Seller) and Concord Holding Group LLC (the Buyer) is hereby entered into on March 28, 2018.

Bionik Laboratories Corp. – Amendment No. 1 to Convertible Promissory Notes (February 5th, 2018)

This Amendment No. 1 to Convertible Promissory Notes (this "Agreement") is made as of January 29, 2018, by and among Bionik Laboratories Corp., a Delaware corporation (the "Company"), and the subscriber(s) identified on the signature pages hereto (each, a "Subscriber" and collectively, the "Subscribers").

NanoVibronix, Inc. – September [_], 2017 To: All Holders of the NanoVibronix, Inc. Convertible Promissory Notes Re: NanoVibronix, Inc. 2017 Convertible Promissory Notes (September 26th, 2017)

Reference is made to those certain Convertible Promissory Notes in the aggregate principal amount of $1,230,000 (the "Notes"), by and between NanoVibronix, Inc. (the "Company") and the lenders named therein (collectively, the "Lenders", and each, a "Lender"). All capitalized terms in this letter (the "Letter Agreement") shall have the meanings assigned to them under the Notes, unless otherwise defined herein.

NanoVibronix, Inc. – September 7, 2017 To: All Holders of the NanoVibronix, Inc. Convertible Promissory Notes Re: NanoVibronix, Inc. 2017 Convertible Promissory Notes (September 14th, 2017)

Reference is made to those certain Convertible Promissory Notes in the aggregate principal amount of $1,230,000 (the "Notes"), by and between NanoVibronix, Inc. (the "Company") and the lenders named therein (collectively, the "Lenders", and each, a "Lender"). All capitalized terms in this letter (the "Letter Agreement") shall have the meanings assigned to them under the Notes, unless otherwise defined herein.

CLS Holdings USA, Inc. – Amendment #3 to the Convertible Promissory Notes Issued on March 18, April 22, and May 27, 2016 (March 28th, 2017)

THIS AMENDMENT #3 TO THE CONVERTIBLE PROMISSORY NOTES ISSUED ON March 18, April 22, and May 27, 2016 (the "Amendment") is made effective as of March 18, 2017 (the "Effective Date"), by and between CLS Holdings USA, Inc., a Nevada corporation (the "Company"), and Old Main Capital, LLC, a Florida limited liability company (the "Holder") (collectively the "Parties").

Tetridyn Solutions Inc – Amendment to Convertible Promissory Notes (March 2nd, 2017)

This Amendment to Convertible Promissory Notes (this "Amendment") is entered into as of February 24, 2017 (the "Effective Date"), by and between TETRIDYN SOLUTIONS, INC. (the "Company") and JPF VENTURE GROUP, INC. (the "Lender").

Helix TCS, Inc. – Attached to Convertible Promissory Notes (February 24th, 2017)

On behalf of Helix TCS, Inc., a Delaware corporation (the "Company"), reference is made to certain Convertible Promissory Notes (the "Notes"), listed in Exhibit A, by and between the Company and RedDiamond Partners, LLC, a Delaware limited liability company (the "Holder"). A copy of each of the above are attached hereto. Pursuant to the terms of the Notes the Holder is given the right to convert all or any portion of the Principal Amount of the Notes into shares of common stock (the "Shares") of the Company, par value $0.001 per share (the "Common Stock" or "Subject Shares"). We ask that you familiarize yourself with your issuance and delivery obligations as Transfer Agent, contained herein. These Transfer Agent Instructions will supersede and replace all Instructions for RedDiamond Partners, LLC prior to the date written above.

Bone Biologics, Corp. – Amendment to Secured Convertible Promissory Notes (January 24th, 2017)

This Amendment to Secured Convertible Promissory Notes (this "Amendment") is entered into as of December 31,2016 among Bone Biologics Corporation, a Delaware corporation (the "Company"), on the one hand, and Hankey Capital, LLC ("HCL") and The Musculoskeletal Transplant Foundation ("MTF"), on the other hand.

Re:Default Waiver for Transgenomic, Inc. Unsecured Convertible Promissory Notes (January 17th, 2017)

Reference is made to those certain Unsecured Convertible Promissory Notes (the "Notes") issued by Transgenomic, Inc. (the "Company") to Potomac Capital Partners, LP, MAZ Partners LP, David Wambeke and Craig-Hallum Capital Group LLC (collectively, the "Note Holders") on January 20, 2015. All capitalized terms used herein, but not specifically defined herein, shall have the meanings provided for such terms in the Notes.

Amendment to Junior Secured Convertible Promissory Notes (December 30th, 2016)

This Amendment to Junior Secured Convertible Promissory Notes (this "Amendment") is made and entered into as of December 27, 2016, by and between Determine, Inc., a Delaware corporation (the "Company"), and Lloyd I. Miller, III (the "Lenders' Agent" and, together with the Company, the "Parties"). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Existing Notes (as defined below).

CLS Holdings USA, Inc. – Amendment #2 to the Convertible Promissory Notes Issued on March 18, April 22, and May 27, 2016 (December 2nd, 2016)

THIS AMENDMENT #2 TO THE CONVERTIBLE PROMISSORY NOTES ISSUED ON March 18, April 22, and May 27, 2016 (the "Amendment") is made effective as of November 28, 2016 (the "Effective Date"), by and between CLS Holdings USA, Inc., a Nevada corporation (the "Company"), and Old Main Capital, LLC, a Florida limited liability company (the "Holder") (collectively the "Parties").

Quantenna Communications Inc – Re: Agreement Regarding Investment in Convertible Promissory Notes (July 13th, 2016)

This amended and restated letter agreement (this "Letter Agreement") will confirm our agreement that in connection with its investment in Quantenna Communications, Inc.'s (the "Company") Convertible Promissory Notes (the "Notes"), and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Open Joint Stock Company "RUSNANO" will be entitled to certain additional rights with respect to its shares of Series F-1 Preferred Stock (and Series F-2 Preferred Stock, as applicable) and the Notes, as described below.

Quantenna Communications Inc – Re: Agreement Regarding Investment in Convertible Promissory Notes (July 8th, 2016)

This amended and restated letter agreement (this "Letter Agreement") will confirm our agreement that in connection with its investment in Quantenna Communications, Inc.'s (the "Company") Convertible Promissory Notes (the "Notes"), and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Open Joint Stock Company "RUSNANO" will be entitled to certain additional rights with respect to its shares of Series F-1 Preferred Stock (and Series F-2 Preferred Stock, as applicable) and the Notes, as described below.

AudioEye – Omnibus Amendment to Secured Convertible Promissory Notes (April 19th, 2016)

THIS AMENDMENT dated as of April 18, 2016 (this "Amendment") to the Notes (as defined below), is entered into by and between AudioEye, Inc., a Delaware corporation (the "Company"), and Anthion Partners II, LLC, a [*] (the "Holder"). When provisions herein apply to both or either the Company or the Holder, they sometimes are referred to as "Parties" or "Party."

Amendment to Convertible Promissory Notes (April 6th, 2016)

This Amendment to Convertible Promissory Notes (this "Amendment"), dated April 1, 2016, by and between Epic Stores Corp. (the "Company"), and Old Main Capital, LLC (the "Purchaser"), hereby amends, effective as of the date hereof, each of the 8% Senior Convertible Promissory Note, dated as of January 27, 2016, issued by the Company to the Purchaser (the "8% Note"), and each of the 10% Senior Secured Convertible Promissory Notes (each, a "10% Note" and together with the 8% Note, a "Note") issued by the Company to the Purchaser pursuant to that certain Securities Purchase Agreement, dated as of January 27, 2016, as amended, by and among the Company and the Purchaser (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

XLI Technologies, Inc. – Amendment to 8% Convertible Promissory Notes (March 28th, 2016)

This Amendment to 8% Convertible Promissory Notes (this "Amendment"), dated March 21, 2016, by and between XLI Technologies Inc. (the "Company"), and RDW Capital, LLC (the "Purchaser"), hereby amends, effective as of the date hereof, each of the 8% Convertible Promissory Notes (each, a "Note") issued by the Company to the Purchaser pursuant to that certain Securities Purchase Agreement, dated as of January 14, 2016, as amended, by and among the Company and the Purchaser (the "Securities Purchase Agreement"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Securities Purchase Agreement.

Amendment to Convertible Promissory Notes and Warrants (February 17th, 2016)

This Amendment to Convertible Promissory Notes and Warrants (this Amendment) is made and entered into as of January 19, 2016, by and among Exagen Diagnostics, Inc., a Delaware corporation (the Company) and the parties listed on the signature pages hereto.

Impac Mortgage Holdings, Inc. – Consent and Waiver Convertible Promissory Notes Due 2018 of Impac Mortgage Holdings, Inc. (January 28th, 2016)

This Consent and Waiver is entered into as of January 25, 2016 by and between Impac Mortgage Holdings, Inc. (the "Company") and the undersigned Noteholders set forth below. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note Purchase Agreement, dated as of April 29, 2013.

Quantumsphere, Inc. – Quantumsphere, Inc. A Nevada Corporation 10% Subordinated Convertible Promissory Notes Subscription Booklet (December 10th, 2015)

THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto by and between QuantumSphere, Inc., a Nevada corporation (the "Company"), and the investor whose name appears on the signature page hereto (the "Investor").

Stratex Oil & Gas Holdings, Inc. – Agent for Stratex Oil & Gas Holdings LLC 12% Secured Convertible Promissory Notes 3356 S. Hwy. 14 Greenville, S.C. 29615 October 26, 2015 (October 28th, 2015)
Foreclosure Solutions – Amendment No. 1 to 10% Senior Secured Convertible Promissory Notes (September 23rd, 2015)

This Amendment No. 1 (this "Amendment"), dated as of September 16, 2015, to those certain 10% Senior Secured Convertible Promissory Notes, issued by CannaVEST Corp. (the "Borrower") to Redwood Management, LLC (the "Lender") on each of May 19, 2015 (the "May Note"), June 12, 2015 (the "June Note") and July 24, 2015 (the "July Note" and together with the May Note and the June Note, the "Notes") pursuant to that certain Securities Purchase Agreement, by and between the Borrower and the Lender, dated as of May 19, 2015, as amended as of the date hereof, is made and entered into by and between the Borrower and the Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notes.

Foreclosure Solutions – Amendment No. 1 to 10% Senior Secured Convertible Promissory Notes (September 22nd, 2015)

This Amendment No. 1 (this "Amendment"), dated as of September 16, 2015, to those certain 10% Senior Secured Convertible Promissory Notes, issued by CannaVEST Corp. (the "Borrower") to Redwood Management, LLC (the "Lender") on each of May 19, 2015 (the "May Note"), June 12, 2015 (the "June Note") and July 24, 2015 (the "July Note" and together with the May Note and the June Note, the "Notes") pursuant to that certain Securities Purchase Agreement, by and between the Borrower and the Lender, dated as of May 19, 2015, as amended as of the date hereof, is made and entered into by and between the Borrower and the Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notes.

iHookup Social, Inc. – Amendment #1 to Convertible Promissory Notes (August 11th, 2015)

This Amendment to the 6 Convertible Promissory Note originally issued by iHookup Social, Inc (the "Company") to Coventry Enterprises, LLC (the "Investor") on the dates and the amounts referenced above (collectively, the "Note") is entered into on this 7th day of July 2015.

Nuvel Holdings, Inc. – Nuvel Holdings, Inc. Secured Convertible Promissory Notes Subscription Agreement (June 23rd, 2015)
Biotie Therapies Corp. – Subscription Agreement Concerning Subscription of Convertible Promissory Notes and Warrants in Biotie Therapies Corp. Dated 23 April 2015 Between BIOTIE THERAPIES CORP. As the Issuer and VIVO CAPITAL FUND VIII, L.P., VIVO CAPITAL SURPLUS FUND VIII, L.P., ORBIMED PRIVATE INVESTMENTS V, LP, VERSANT VENTURE CAPITAL III, L.P., VERSANT SIDE FUND III, L.P., VERSANT VENTURE CAPITAL V, L.P., VERSANT AFFILIATES FUND V, L.P., VERSANT OPHTHALMIC AFFILIATES FUND I, L.P., VERSANT VENTURE CAPITAL v (CANADA) LP, THE BAILEY 1995 FAMILY TRUST, BAUPOST PRIVATE INVESTMENTS A-1, L.L.C., BAUPOST PRIVATE INVESTMENT (June 4th, 2015)
Biotie Therapies Corp. – Form of Terms and Conditions of the Convertible Promissory Notes (June 4th, 2015)
Quantumsphere, Inc. – Quantumsphere, Inc. A Nevada Corporation 10% Subordinated Convertible Promissory Notes Subscription Booklet (June 1st, 2015)

THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto by and between QuantumSphere, Inc., a Nevada corporation (the "Company"), and the investor whose name appears on the signature page hereto (the "Investor").

Cytodyn Inc – Cytodyn Inc. Subscription and Investor Rights Agreement for Convertible Promissory Notes and Warrants (February 11th, 2015)
NanoVibronix, Inc. – Amendment No. 2 to Convertible Promissory Notes (February 9th, 2015)

This Second Amendment to Convertible Promissory Notes (this "Amendment") is made as of January 28, 2015, by and among NanoVibronix, Inc., a Delaware corporation (the "Company"), and the persons who execute this Amendment (the "Majority Noteholders").

NanoVibronix, Inc. – Amendment No. 2 to Convertible Promissory Notes (February 9th, 2015)

This Second Amendment to Convertible Promissory Notes (this "Amendment") is made as of January 28, 2015, by and among NanoVibronix, Inc., a Delaware corporation (the "Company"), and the persons who execute this Amendment (the "Majority Noteholders").

Convertible Note Exchange Agreement (January 26th, 2015)

This CONVETIBLE NOTE EXCHANGE AGREEMENT (this "Agreement") is made by and between Viveve, Inc., a Delaware corporation (the "Company"), and GBS Venture Partners Limited, trustee for GBS BioVentures III (the "Note Holder") as of May 9, 2014. The Note Holder and the Company will be referred to singly as a "Party" and collectively as the "Parties."

Convertible Note Termination Agreement (January 26th, 2015)

This CONVERTIBLE NOTE TERMINATION AGREEMENT (this "Agreement") is made by and between Viveve, Inc., a Delaware corporation (the "Company"), and 5AM Co-Investors II, LP (the "Note Holder") as of May 9, 2014. The Note Holder and the Company will be referred to singly as a "Party" and collectively as the "Parties."

Convertible Note Termination Agreement (January 26th, 2015)

This CONVERTIBLE NOTE TERMINATION AGREEMENT (this "Agreement") is made by and between Viveve, Inc., a Delaware corporation (the "Company"), and 5AM Ventures II, LP (the "Note Holder") as of May 9, 2014. The Note Holder and the Company will be referred to singly as a "Party" and collectively as the "Parties."

General Moly, Inc. Unit Subscription Agreement 10% Senior Convertible Promissory Notes and Warrants (December 30th, 2014)

THIS UNIT SUBSCRIPTION AGREEMENT (the Agreement) dated as of December 22, 2014, is made and entered into by and among General Moly, Inc., a Delaware corporation (the Company), and each of the persons (each an Investor and collectively the Investors) whose names are set forth on the Schedule of Investors attached hereto as Exhibit A (the Schedule of Purchasers).