Form Of Secured Convertible Promissory Note Sample Contracts

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Form of Secured Convertible Promissory Note (September 15th, 2017)

PositiveID Corp., (hereinafter called the "Company"), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the "Holder") the sum of $137,500 on the Maturity Date (as defined below), together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a $12,500 original issuance discount ("OID") to offset transaction, diligence and legal costs.

Form of Secured Convertible Promissory Note (April 21st, 2017)

PositiveID Corp., (hereinafter called the "Company"), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the "Holder") the sum of $165,000 on the Maturity Date (as defined below), together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a fifteen thousand dollar ($15,000) original issuance discount ("OID") to offset transaction, diligence and legal costs.

Form of Secured Convertible Promissory Note (February 3rd, 2017)

PositiveID Corp., (hereinafter called the "Company"), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the "Holder") the sum of $412,500 on the Maturity Date (as defined below), together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a thirty seven thousand and five hundred dollar ($37,500) original issuance discount ("OID") to offset transaction, diligence and legal costs.

Blue Sky Media – Form of Secured Convertible Promissory Note (October 8th, 2015)

FOR VALUE RECEIVED, BLUE SKY MEDIA CORP., a Wyoming corporation (the "Company"), hereby promises to pay to the order of [_____], or registered assigns (the "Holder") on October [__], 2017 (the "Maturity Date") $_____________ (the "Principal Amount"), and to pay interest on the outstanding Principal Amount at the rate of 3.85% per annum (the "Note"). Interest shall commence accruing on the date hereof (the "Issue Date"), computed on the basis of a 365-day year and the actual number of days elapsed, provided that any payment otherwise due on a Saturday, Sunday or legal Bank holiday may be paid on the following business day. Interest shall be payable in quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the Issue Date and on each Conversion Date (with respect only to the Principal Amount being converted) (each such date, a "Interest Payment Date") (if any Interest Payment Date is not a Trading Day, the applicable payment shall be due on the next

This Note and the Securities Issuable Upon the Conversion Hereof Have Not Been Registered Under the Securities Act of 1933, as Amended (The Act), and Are Restricted Securities as Defined in Rule 144 Promulgated Under the Act. They May Not Be Sold or Offered for Sale or Otherwise Distributed Except (I) in Conjunction With an Effective Registration Statement for the Securities Under the Act, (Ii) in Compliance With Rule 144 or (Iii) Pursuant to an Opinion of Counsel, Reasonably Satisfactory to the Company, That Such Registration or Compliance Is Not Required as to Said Sale, Offer or Distributio (June 9th, 2015)

THIS INSTRUMENT AND THE INDEBTEDNESS, RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY LIENS OR OTHER SECURITY INTERESTS SECURING SUCH RIGHTS AND OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME, THE SUBORDINATION AGREEMENT) DATED AS OF MAY 12, 2015, BY AND AMONG THE SUBORDINATED CREDITORS IDENTIFIED THEREIN AND GENERAL ELECTRIC CAPITAL CORPORATION IN ITS CAPACITY AS AGENT FOR CERTAIN LENDERS (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, SENIOR CREDITOR AGENT), TO CERTAIN INDEBTEDNESS, RIGHTS, AND OBLIGATIONS OF BG MEDICINE, INC. TO SENIOR CREDITOR AGENT AND SENIOR CREDITOR (AS DEFINED THEREIN) AND LIENS AND SECURITY INTERESTS IN FAVOR OF SENIOR CREDITOR AGENT SECURING THE SAME ALL AS DESCRIBED IN THE SUBORDINATION AGREEMENT; AND EACH HOLDER AND TRANSFEREE OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIO

Abtech Holdings, Inc. – Form of Secured Convertible Promissory Note, Warrant and Security Agreement Pertaining to the Private Placement That Closed on December 6, 2013. (March 31st, 2014)

THE SECURITIES REPRESENTED BY THIS SECURED NOTE, INCLUDING THE SECURITIES INTO WHICH THIS SECURED NOTE MAY BE CONVERTED, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED FOR SALE OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR UPON ISSUANCE OF AN OPINION OF COUNSEL (SATISFACTORY TO THE COMPANY) THAT SUCH SALES ARE PERMISSIBLE UNDER RULE 144 OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Echo Automotive – EXHIBIT a Form of Secured Convertible Promissory Note (June 24th, 2013)

Echo Automotive, Inc. a Nevada corporation (the "Company"), the principal office of which is located at 16000 N. 80th Street, Suite E, Scottsdale, Arizona 85260, for value received hereby promises to pay to Emerald Private Equity Fund, LLC, an Illinois limited liability company (the "Holder"), or its registered assigns, the sum of TWO HUNDRED THOUSAND DOLLARS AND NO CENTS ($200,000), or such lesser amount as shall then be outstanding hereunder. The principal amount hereof shall be funded by Holder within three (3) calendar days of the date hereof. Any unpaid accrued interest hereon, as set forth below, shall be due and payable on each annual anniversary date of funding, or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below). Payment for all principal amounts due hereunder shall be made by mail to the registered address of the Holder at the end of the five (5) year term unless accelerated for an Event of Default or converted. Th

Advaxis – Advaxis, Inc. Form of Secured Convertible Promissory Note (March 25th, 2013)

This Note is issued pursuant to that certain Securities Purchase Agreement dated December 13, 2012, as the same may be amended from time to time (the "Agreement"), by and between the Company and the Holder.

Contract (November 13th, 2012)

THIS NOTE AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract (August 24th, 2012)

THIS NOTE AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Rncs, Inc. Form of Secured Convertible Promissory Note (September 26th, 2011)

This Secured Convertible Promissory Note (this Note) is one of a series of Secured Convertible Notes (collectively, the Notes) executed and delivered in connection with that certain Securities Purchase Agreement by and among the Company and the purchasers listed on Annex I thereto (the Investors), dated as of September [l], 2011 (the Securities Purchase Agreement). Subject to the terms and conditions of the Notes, funds will be provided to the Company under the Notes in up to three funding tranches of Five Hundred Thousand Dollars ($500,000) each, with the first tranche to be funded concurrently with the execution and delivery of the Notes (the First Tranche). The purchasers of the Notes under the Securities Purchase Agreement other than the Holder are referred to below as the Other Holders and the Other Holders and the Holder are collectively referred to herein as the Holders. All capitalized terms used herein and not otherwise defined herein will have the respective meanings given to

EcoReady Corp – Form of Secured Convertible Promissory Note (December 30th, 2010)

This Note has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the "Other Holders") of convertible promissory notes (the "Other Notes"), dated of even date herewith (the "Subscription Agreement") for an aggregate Principal Amount of $____________. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Subscription Agreement. The following terms shall apply to this Note:

Cns Response, Inc. Form of Secured Convertible Promissory Note (October 7th, 2010)

FOR VALUE RECEIVED, CNS Response, Inc., a Delaware corporation (the "Company"), promises to pay to [__________] ("Holder"), or its registered assigns, in lawful money of the United States of America, the principal sum of [__________] ($[_____]), together with a single payment of accrued interest calculated based on the actual days outstanding and a 360 day year at a rate of nine percent (9%). Such interest shall be paid pursuant to Section 2 below ("Interest Payment"). All unpaid principal, together with the accrued interest and other amounts payable under this Secured Convertible Promissory Note (this "Note") shall be due and payable, unless converted in accordance with Section 6 hereof, on the earliest of (i) the maturity date of October 1, 2011, (ii) prepayment of this Note pursuant to Section 3 below, or (iii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are made due and payable in accordance with the terms hereof. This Note is one

DayStar Technologies – Form of Secured Convertible Promissory Note (February 18th, 2010)

This secured convertible promissory note (this Note) is issued pursuant to the terms of that certain Purchase Agreement (the Agreement) dated as of February 11, 2010 between Payor and Holder. This Note shall be secured by Payors grant of a security interest and lien to Holder of all of Payors assets as more fully set forth on Exhibit A to that certain Security Agreement by and between Payor and Holder dated February 11, 2010 (the Security Agreement).

Form of Secured Convertible Promissory Note (February 12th, 2010)

FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Perpetual Technologies, Inc., a Delaware corporation ("Issuer"), hereby promises to pay to the order of _____________________, a _________________ ("Purchaser" and, together with its successors and assigns, "Holder"), the principal sum of __________________ UNITED STATED DOLLARS (U.S. $____________) on the Maturity Date, together with interest as provided herein. This Note was issued under and is subject to a Note Purchase Agreement (the "Purchase Agreement") dated as of __________, 2010 among Issuer, Purchaser and certain other parties. This Note is one of a series of secured convertible promissory notes of Issuer issued pursuant to the Purchase Agreement. The other notes are referred to herein as the "Other Notes" (and, together with this Note, the "Notes") and the holders of such Other Notes are referred to herein as the "Other Noteholders." Capitalized terms used and not otherwise defined here

DayStar Technologies – Form of Secured Convertible Promissory Note (September 24th, 2009)

This secured convertible promissory note (this Note) is issued pursuant to the terms of that certain Purchase Agreement (the Agreement) dated as of September 18, 2009 between Payor and Holder. This Note shall be secured by Payors pledge to Holder of Payors assets as set forth on Exhibit A to that certain Security Agreement by and between Payor and Holder dated on or about September 21, 2009 and incorporated herein by reference (the Security Agreement).

Clear Skies Solar – Form of Secured Convertible Promissory Note (May 13th, 2009)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and the other signatories thereto ("Other Holders") dated at or about the date hereof (the "Subscription Agreement"), who have been issued Notes pursuant to the Subscription Agreement ("Other Notes") and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Form of Secured Convertible Promissory Note (April 14th, 2009)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THIS NOTE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SAID ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL, .F SUCH OPINION SHALL BE SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Form of Secured Convertible Promissory Note (April 14th, 2009)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (~) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993 AS AMENDED. OR (ii) AN EXEMPTION FROM REGISTRATION UNDER SAID AOl WHERE THE HOLDER HAS FURNiSHED TO THE COMPANY AN OPINION OF ITS COUNSEL. IF SUCH OPINION SHALL BE SATISFACTORY TO THE COMPANY. THAT AN EXEMP HON FROM REGISTRATiON UNDER SUCH ACT IS AVAILABLE.

Commerce Planet – Contract (September 18th, 2008)

THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.

Commonwealth Biotechnologies, Inc. – Form of Secured Convertible Promissory Note (January 8th, 2008)

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the Other Holders) of convertible promissory notes (the Other Notes), dated of even date herewith (the Subscription Agreement), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Analytical Surveys – Contract (June 5th, 2006)

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ANALYTICAL SURVEYS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Migo Software – Contract (June 14th, 2005)

EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. POWERHOUSE TECHNOLOGIES GROUP, INC. FORM OF SECURED CONVERTIBLE PROMISSORY NOTE $xx,xxx.xx Dated: June 9, 2005 (Original Principal Amount) FOR VALUE RECEIVED, POWERHOUSE TECHNOLOGIES GROUP, INC., a Delaware corporation (the "Company"), hereby promises to pay to _______________________ (the "Payee"), or its registered assigns, the principal amount of xx Thousand dollars and no cents ($xx,xxx.xx) together with interest thereon calculated from the date hereof in accordance with the provisions of this Secured Convertible Promissory Note (as amended, modified and supplemented from time to time, this "Convertibl