Convertible Subordinated Promissory Note Sample Contracts

Zenosense, Inc. – Convertible Subordinated Promissory Note Recital (November 14th, 2016)

WHEREFORE, ZENOSENSE, INC, a Nevada corporation (hereinafter called the "Borrower"), and ________ (hereinafter called the "Senior Holder"), entered into a 5% convertible promissory note on May 17, 2016 ("May 2016 Note"), for the principal amount of $62,547 (the "Original Debt") due May 16, 2018, in the form attached hereto as Exhibit B;

Lilis Energy, Inc. – Convertible Subordinated Promissory Note Conversion Agreement (June 28th, 2016)

THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE CONVERSION AGREEMENT (this "Agreement") is made as of this 23rd day of June, 2016, by and between Lilis Energy, Inc., a Nevada corporation (the "Company") and the parties designated on Exhibit A hereto as Holders (each a "Holder" and together the "Holders").

First Amendment to Convertible Subordinated Note Purchase Agreement and First Amendment to Convertible Subordinated Promissory Note (May 18th, 2016)

THIS FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED NOTE PURCHASE AGREEMENT AND FIRST AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY NOTE (this "Amendment"), effective as of May 17, 2016, is made and entered into by and among Mobilesmith, Inc., a Delaware corporation (the "Company"), the holder (the "Holder") of the Convertible Subordinated Promissory Note (the "Note") issued by the Company on December 11, 2014 pursuant to that certain Convertible Subordinated Note Purchase Agreement, dated December 11, 2014 (as amended through the date hereof, the "Note Purchase Agreement"), between the Company and the Holder. Capitalized terms used but not defined herein have the meanings assigned to them in the Note Purchase Agreement.

Hydrocarb Energy Corp – Contract (June 19th, 2015)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT" OR THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

Agile Therapeutics Inc – Neither This Convertible Subordinated Promissory Note Nor Any of the Securities Issuable Upon Conversion Hereof Have Been Registered Under the Securities Act of 1933, as Amended (The Securities Act) or Under the Securities Laws of Any Foreign Jurisdiction or Any State Securities Laws Within the United States and May Not Be Offered for Sale, Sold or Otherwise Transferred Unless There Is a Registration Statement Under the Securities Act and Other Applicable Securities Laws in Effect Covering This Convertible Subordinated Promissory Note or Such Securities, as the Case May Be, or There Is Availab (May 5th, 2014)

THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE AND ALL PAYMENT AND ENFORCEMENT PROVISIONS HEREOF ARE SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF APRIL 28, 2014 IN FAVOR OF OXFORD FINANCE LLC AND TO THE OTHER SUBORDINATION PROVISIONS SET FORTH IN ARTICLE 4 BELOW. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.

This Note Has Not Been Registered Under the Securities Act of 1933, as Amended ("Securities Act"), or the Securities Laws of Any State and May Not Be Offered, Sold or Otherwise Transferred, Pledged or Hypothecated Unless a Registration Statement Under the Securities Act and Other Applicable State Securities Laws With Respect to Such Security Is Then in Effect, or Such Registration Under the Securities Act and Other Applicable Securities Laws Is Not Required Due to Available Exemptions From Such Registration. Should There Be Any Reasonable Uncertainty or Good Faith Disagreement Between Maker An (January 17th, 2014)

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF JANUARY 13, 2014 ("MEMBERSHIP INTEREST PURCHASE AGREEMENT") AND IS SUBJECT TO VARIOUS RIGHTS OF OFFSET BY MAKER UNDER THE MEMBERSHIP INTEREST PURCHASE AGREEMENT.

Schedule of Convertible Subordinated Promissory Notes (August 26th, 2013)
Contract (August 26th, 2013)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Energy Focus, Inc. – Contract (March 12th, 2013)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS LENDER ESTABLISHES TO THE SATISFACTION OF MAKER THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Aemetis Inc – Ae Advanced Fuels, Inc. Form of Convertible Subordinated Promissory Note (October 23rd, 2012)

This Convertible Subordinated Promissory Note (the "Note") is non-negotiable and is executed and delivered in connection with that certain Note Purchase Agreement by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented, the "Note Purchase Agreement").

Complete Genomics Inc – Contract (September 17th, 2012)

THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF (A) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN OXFORD FINANCE LLC AND LENDER (AS DEFINED HEREIN) AND (B) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN ATEL VENTURES, INC., AS AGENT, AND LENDER (AS DEFINED HEREIN) (THE SUBORDINATION AGREEMENTS). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF EITHER SUBORDINATION AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENTS SHALL GOVERN AND CONTROL.

Amendment No. 1 to the Convertible Subordinated Promissory Notes (January 17th, 2012)

This Amendment No. 1 (this Amendment) to the Convertible Subordinated Promissory Notes issued on August 1, 2011 to the holders and in the principal amounts set forth on Exhibit A hereto (as amended, the Convertible Notes), is made between Ceres, Inc., a Delaware corporation (the Company), and each of Rothschild Trust Guernsey Limited as Trustee F/B/O The Ambergate Trust (the Trust), Gimv N.V. (Gimv), Adviesbeheer Gimv Life Sciences 2004 N.V. (Adviesbeheer), Artal Luxembourg S.A. (Artal), H&Q Healthcare Investors (H&Q Healthcare), H&Q Life Sciences Investors (H&Q Life Sciences), Warburg Pincus Private Equity IX, L.P. (Warburg Pincus), The Kiley Revocable Trust (Kiley) and the Edmund and Ellen Olivier Revocable Family Trust (Olivier) (each of Trust, Gimv, Adviesbeheer, Artal, H&Q Healthcare, H&Q Life Sciences, Warburg Pincus, Kiley and Olivier are referred to herein individually as a Noteholder and, collectively, as the Noteholders).

Streamline Health Solutions, Inc. – Contract (December 8th, 2011)

THE SECURITIES REPRESENTED BY THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, BUT HAVE BEEN, AND WILL BE, ACQUIRED BY THE HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES ISSUED UPON CONVERSION HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR MAY THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE BE CONVERTED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH

Contract (July 28th, 2011)

THIS NOTE WAS ORIGINALLY ISSUED ON JULY 21, 2011. NEITHER THIS NOTE NOR THE SHARES OBTAINABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND THIS NOTE MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM.

Lucid – Contract (April 15th, 2011)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAW OF ANY STATES. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH SALE OR TRANSFER IS EXEMPT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Iridium Communications Inc – Contract (September 29th, 2009)

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 ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE LAWS.

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Fourth Extension Agreement (September 1st, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $91,104 from Life Sciences Opportunities Fund II, L.P., a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the Note); and

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Fourth Extension Agreement (September 1st, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $508,896 from Life Sciences Opportunities Fund II (Institutional), L.P. , a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007(the Note); and

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Third Extension Agreement (August 18th, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $508,896 from Life Sciences Opportunities Fund II (Institutional), L.P., a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the Note); and

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Second Extension Agreement (July 14th, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $508,896 from Life Sciences Opportunities Fund II (Institutional), L.P., a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the Note); and

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Second Extension Agreement (July 14th, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $91,104 from Life Sciences Opportunities Fund II, L.P., a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the Note); and

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Extension Agreement (April 8th, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $508,896 from Life Sciences Opportunities Fund II (Institutional) , L.P. , a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the Note); and

Bioject Medical Technologies Inc. – Convertible Subordinated Promissory Note Maturity Date Extension Agreement (April 8th, 2009)

Whereas, Bioject Medical Technologies Inc., an Oregon corporation (the Company), borrowed $91,104 from Life Sciences Opportunities Fund II, L.P., a Delaware Limited Partnership (the Lender), pursuant to that certain Convertible Subordinated Promissory Note, dated as of December 5, 2007 (the Note); and

Schedule of Convertible Subordinated Promissory Notes Issued in the Form of Exhibit 4.3.1 (March 3rd, 2009)
Inovio Biomedical Corporation – Amendment to the Convertible Subordinated Promissory Note (January 23rd, 2009)

THIS AMENDMENT is made 19th day of January 2008 by and between VGX Pharmaceuticals, Inc. (previously D.B.A. Viral Genomix, Inc.), a Delaware Corporation, (hereinafter called Borrower) and DONG KOOK PHARM, CO. LTD., a Korea Corporation, (hereinafter called Holder).

Inovio Biomedical Corporation – Amendment to the Convertible Subordinated Promissory Note (January 23rd, 2009)

THIS AMENDMENT is made this 11th day of June 2008 by and between VGX Pharmaceuticals, a Delaware Corporation, (hereinafter called Borrower) and Huvitz Co., Ltd. , (hereinafter called Holder).

Baywood International, Inc. – Baywood International, Inc. 8% Convertible Subordinated Promissory Note (September 15th, 2008)

FOR VALUE RECEIVED, the undersigned, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (Baywood), located at 14950 North 83rd Place, Suite 1, Scottsdale, Arizona 85260, hereby promises to pay to the order of SKAE BEVERAGE INTERNATIONAL, LLC, with an address at 60 Dutch Hill Road #9, Orangeburg, New York (Company), in lawful money of the United States, the principal amount of One Million Dollars ($1,000,000) together with interest on the unpaid principal amount hereof, from the date hereof until the outstanding principal amount hereof shall be paid in full, at the rate of eight percent (8%) per annum computed on the basis of a 365-day year.

Baywood International, Inc. – Baywood International, Inc. 8% Convertible Subordinated Promissory Note (September 15th, 2008)

FOR VALUE RECEIVED, the undersigned, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (Baywood), located at 14950 North 83rd Place, Suite 1, Scottsdale, Arizona 85260, hereby promises to pay to the order of SKAE BEVERAGE INTERNATIONAL, LLC, with an address at 60 Dutch Hill Road #9, Orangeburg, New York (Company), in lawful money of the United States, the principal amount of One Hundred Thousand Dollars ($100,000) together with interest on the unpaid principal amount hereof, from the date hereof until the outstanding principal amount hereof shall be paid in full, at the rate of eight percent (8%) per annum computed on the basis of a 365-day year.

Renegy Holdings Inc – Renegy Holdings, Inc. Convertible Subordinated Promissory Note (August 14th, 2008)

Renegy Holdings, Inc., a Delaware corporation (the Company), the principal office of which is located at 301 W. Warner Road, Suite 132, Tempe, Arizona 85284, for value received hereby promises to pay to The Robert M. Worsley and Christi M. Worsley Revocable Trust (the Holder), or its registered assigns, the sum of one million dollars ($1,000,000), or such lesser amount as shall then be outstanding hereunder. The principal amount hereof and any unpaid accrued interest hereon, as set forth below, shall be due and payable on the earlier to occur of (i) December 31, 2009, or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below). Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder. Simultaneously with the execution of this Note, the Holder and the Company shall execute a waiver (in the form attached hereto as Exhibit B) of various provisions of that certain Contribution and Merger Agreem

Schedule of Convertible Subordinated Promissory Notes Issued in the Form of Exhibit 4.4.1 (March 6th, 2008)
Contract (November 14th, 2007)

NEITHER THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE NOR ANY SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NO SALE OR DISPOSITION HEREOF OR THEREOF MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT, AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE LENDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND COMPLIANCE, TO THE REASONABLE SATISFACTION OF THE COMPANY, WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION.

Encompass Group Aff – Contract (August 21st, 2007)

THIS NOTE AND THE SHARES OF ACT COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND SUCH SHARES ARE AND WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Orion Energy Systems – Contract (August 20th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Orion Energy Systems – Contract (August 20th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Orion Energy Systems – Contract (August 20th, 2007)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.