Note Conversion Agreement Sample Contracts

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Helios & Matheson North America Inc. – Note Conversion Agreement (December 11th, 2017)

This Note Conversion Agreement (this "Agreement") is made and entered into as of ______________, 2017 by and among MoviePass Inc., a Delaware corporation (the "Company"), and the undersigned holder (the "Holder") of the Notes (as defined below).

Helios & Matheson North America Inc. – Note Conversion Agreement (December 11th, 2017)

This Note Conversion Agreement (this "Agreement") is made and entered into as of ______________, 2017 by and among MoviePass Inc., a Delaware corporation (the "Company"), and the undersigned holder (the "Holder") of the Notes (as defined below).

Oxis International – Note Conversion Agreement (November 14th, 2017)

This Note Conversion Agreement (this "Agreement") is entered into as of August 29, 2017, by and among GT Biopharma, Inc., a Delaware corporation (the "Company"), and the parties listed on Schedule A hereto.

Boxlight Corp – Note Conversion Agreement (June 30th, 2017)

THIS NOTE CONVERSION AGREEMENT ("Agreement") made as of the date set forth on the signature page hereto among BOXLIGHT CORPORATION, (the "Company" or "BOXL"), EVEREST DISPLAY, INC., a corporation organized under the laws of Taiwan ("Everest") and THE MARLBOROUGH TRUST, a California trust (the "Trust"). Everest and the Trust are hereinafter sometimes collectively referred to as the "Note Holders."

mLight Tech, Inc. – Note Conversion Agreement (April 24th, 2017)

This Note Conversion Agreement (the "Agreement") is entered into and effective as of April 19, 2017 by and among Elsa Sung, Dahuai Zhang, and SCI, Inc. (each, a "Converter", collectively, the "Converters") and mLight Tech, Inc. a Florida corporation (the "Company"), with reference to the following:

Oxis International – Note Conversion Agreement (October 3rd, 2016)

This Note Conversion Agreement (this "Agreement") is entered into as of January 8, 2016, by and among OXIS International, Inc., a Delaware corporation (the "Company"), and the parties listed on Schedule A hereto.

Moxian China, Inc. – Note Conversion Agreement (September 19th, 2016)

This Note Conversion Agreement (the "Agreement"), dated as of September 7, 2016, is entered into by and among Moxian, Inc., a Nevada corporation (the "Company"), and each of the entities listed on Exhibit A hereto (each such entity listed on Exhibit A hereto being referred to as a "Holder" and such entities being referred to collectively as the "Holders").

Oxis International – Amendment to Note Conversion Agreement (February 19th, 2016)

This Amendment to Note Conversion Agreement (this "Amendment") is made effective as of February __, 2016 (the "Effective Date") by and among OXIS International, Inc., a Delaware corporation (the "Company"), and each of the undersigned investors (each, an "Investor" and collectively, the "Investors").

Naprodis, Inc. – Addendum to Note Conversion Agreement (January 29th, 2016)
Nanoflex Power Corporation Note Conversion Agreement (January 27th, 2016)

THIS NOTE CONVERSION AGREEMENT (the "Agreement"), dated as of January __, 2016, is entered into by and between NanoFlex Power Corporation., a corporation organized under the laws of the state of Florida (the "Company"), and ___________________ (the "Holder").

International Stem Cell CORP – Note Conversion Agreement (January 12th, 2016)

THIS NOTE CONVERSION AGREEMENT (this "Agreement") is made as of January 8, 2016, by and among International Stem Cell Corporation, a Delaware corporation (the "Company"), and Andrey Semechkin (the "Holder").

Biohitech Global, Inc. – Note Conversion Agreement (November 3rd, 2015)

THIS NOTE CONVERSION AGREEMENT ("Agreement") dated October 27, 2015, is by and among Bio Hi Tech America, LLC ("BHI"), BioHiTech Global, Inc. ("BHG"), and the undersigned holders, each of which is a holder of a promissory note issued by BHI (each, a "Holder").

BOSTON OMAHA Corp – Note Conversion Agreement (June 24th, 2015)

This Note Conversion Agreement is entered into the 19th day of June, 2015 by and between Boston Omaha Corporation, a Delaware corporation ("BOC") and each of Magnolia Capital Fund, L.P. ("Magnolia") and Boulderado Partners, LLC ("Boulderado"). Each of Magnolia and Boulderado are referred to herein individually as a "Noteholder" and collectively as the "Noteholders".

MultiVir Inc. – Note Conversion Agreement (March 30th, 2015)

This NOTE CONVERSION AGREEMENT (the Agreement) is made as of December 4, 2014, by and between MultiVir, Inc., a Delaware corporation (the Company), and Pope Investments II, LLC (the Investor).

Note Conversion Agreement (February 27th, 2015)

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE ISSUER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

MultiVir Inc. – Note Conversion Agreement (December 22nd, 2014)

This NOTE CONVERSION AGREEMENT (the Agreement) is made as of December 4, 2014, by and between MultiVir, Inc., a Delaware corporation (the Company), and Pope Investments II, LLC (the Investor).

Eurosite Power Inc. – Contract (October 6th, 2014)

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER OF THE SECURITIES THAT ARE REFERRED TO HEREIN, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY OFFERING MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

VistaGen Therapeutics, Inc. – To Amended and Restated Note Conversion Agreement and Warrant Amendment (October 3rd, 2014)

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED NOTE CONVERSION AGREEMENT AND WARRANT AMENDMENT (this "Agreement") is entered into on September 30, 2014, by and between VistaGen Therapeutics, Inc., a Nevada corporation (the "Company"), and Platinum Long Term Growth VII, LLC, a Delaware limited liability company ("Platinum").

ID Global Solutions Corp – Note Conversion Agreement (September 25th, 2014)

THIS NOTE CONVERSION AGREEMENT (the "Agreement") is made effective as of September 24, 2014 by and between IIM GLOBAL CORPORATION, a Delaware corporation (the "Company") and PENN INVESTMENTS, INC., a Florida corporation (the "Lender").

VistaGen Therapeutics, Inc. – Amendment No. 1 to Amended and Restated Note Conversion Agreement and Warrant Amendment (September 4th, 2014)

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE CONVERSION AGREEMENT AND WARRANT AMENDMENT (this "Agreement") is entered into on September 2, 2014, by and between VistaGen Therapeutics, Inc., a Nevada corporation (the "Company"), and Platinum Long Term Growth VII, LLC, a Delaware limited liability company ("Platinum").

VistaGen Therapeutics, Inc. – Amended and Restated Note Conversion Agreement and Warrant Amendment (July 22nd, 2014)

THIS AMENDED AND RESTATED NOTE CONVERSION AGREEMENT AND WARRANT AMENDMENT (this "Agreement") is entered into on July 18, 2014, by and between VistaGen Therapeutics, Inc., a Nevada corporation (the "Company"), and Platinum Long Term Growth VII, LLC, a Delaware limited liability company ("Platinum").

Armada Water Assets Inc – Note Conversion Agreement (June 20th, 2014)

This Note Conversion Agreement (this "Agreement") is made and entered into as of June __, 2014 by and between Armada Water Assets, Inc., a Nevada corporation ("Issuer"), and ___________________________________ ("Holder").

Armada Water Assets Inc – Note Conversion Agreement (June 20th, 2014)

This Note Conversion Agreement (this "Agreement") is made and entered into as of June __, 2014 by and between Armada Water Assets, Inc., a Nevada corporation ("Issuer"), and ___________________________________ ("Holder").

Armada Water Assets Inc – Note Conversion Agreement (June 20th, 2014)

This Note Conversion Agreement (this "Agreement") is made and entered into as of June __, 2014 by and between Armada Water Assets, Inc., a Nevada corporation ("Issuer"), and ___________________________________ ("Holder").

Armada Water Assets Inc – Note Conversion Agreement (June 20th, 2014)

This Note Conversion Agreement (this "Agreement") is made and entered into as of June ____, 2014 by and between Armada Water Assets, Inc., a Nevada corporation ("Issuer"), and ________________________________ ("Holder").

Biolife Solutions – Assignment and Amendment of Note Conversion Agreement (February 12th, 2014)

This Assignment and Amendment of Note Conversion Agreement (the "Assignment Agreement"), dated as of the 11th day of February, 2014, is made and entered into by and among BioLife Solutions, Inc., a Delaware corporation (the "Company"), Thomas Girschweiler (the "Investor"), and Taurus4757 GmbH (the "Assignee").

Biolife Solutions – Assignment and Amendment of Note Conversion Agreement (February 12th, 2014)

This Assignment and Amendment of Note Conversion Agreement (the "Assignment Agreement"), dated as of the 11th day of February, 2014, is made and entered into by and among BioLife Solutions, Inc., a Delaware corporation (the "Company"), Walter Villiger (the "Investor"), and WAVI Holding AG (the "Assignee").

Biolife Solutions – Note Conversion Agreement (December 16th, 2013)

This Note Conversion Agreement (the "Agreement"), dated as of the 16th day of December, 2013, is made and entered into by and among BioLife Solutions, Inc., a Delaware corporation (the "Company"), and Walter Villiger (the "Investor").

Biolife Solutions – Note Conversion Agreement (December 16th, 2013)

This Note Conversion Agreement (the "Agreement"), dated as of the 16th day of December, 2013, is made and entered into by and among BioLife Solutions, Inc., a Delaware corporation (the "Company"), and Thomas Girschweiler (the "Investor").

Note Conversion Agreement (November 5th, 2013)

THIS NOTE CONVERSION AGREEMENT (this Agreement) is made and entered into as of June 28, 2013, by and between BIOCEPT, INC., a California corporation (the Company), and Bruce E. Gerhardt (the Noteholder).

Note Conversion Agreement (November 5th, 2013)

THIS NOTE CONVERSION AGREEMENT (this Agreement) is made and entered into as of June 28, 2013, by and between BIOCEPT, INC., a California corporation (the Company), and Campbell Family Trust (the Noteholder).

Convertible Promissory Note Conversion Agreement (October 3rd, 2013)

This CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT (this "Agreement") is entered into and effective as of September 27, 2013 (the "Effective Date") by and among the undersigned, each of whom have executed the Note Holder signature pages attached hereto as Annex A (each, a "Note Holder" and collectively, the "Note Holders"), and REVEN HOUSING REIT, INC., a Colorado corporation (the "Company"), with reference to the following facts:

Note Conversion Agreement (September 23rd, 2013)

THIS NOTE CONVERSION AGREEMENT (this Agreement) is made and entered into as of June 28, 2013, by and between BIOCEPT, INC., a California corporation (the Company), and (the Noteholder).

Note Conversion Agreement (September 23rd, 2013)

THIS NOTE CONVERSION AGREEMENT (this Agreement) is made and entered into as of [ ], 2013, by and between BIOCEPT, INC., a California corporation (the Company), and (the Noteholder).

Note Conversion Agreement (September 23rd, 2013)

THIS NOTE CONVERSION AGREEMENT (this Agreement) is made and entered into as of June 28, 2013, by and among BIOCEPT, INC., a California corporation (the Company), The Reiss Family Survivors Trust UDT dated December 19, 1988 (the Survivors Trust) and The Reiss Family GST Exempt Marital Deduction Trust (the Marital Trust, and together with the Survivors Trust, the Noteholders).