Secured Convertible Note Purchase Agreement Sample Contracts

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BioCorRx Inc. – Second Amendment to Senior Secured Convertible Note Purchase Agreement and Senior Secured Convertible Note (July 6th, 2017)

This Second Amendment to Senior Secured Convertible Note Purchase Agreement and Senior Secured Convertible Note is made this 29th day of June, 2017 (the "Second Amendment"), by and among BioCorRx Inc., a Nevada corporation (the "Company"), and BICX Holding Company LLC (the "Purchaser"), the parties to that certain Senior Secured Convertible Note Purchase Agreement, dated June 10, 2016, as first amended on March 3, 2017 (collectively, the "Initial Agreement").

BioCorRx Inc. – First Amendment to Senior Secured Convertible Note Purchase Agreement (March 9th, 2017)

This First Amendment to Senior Secured Convertible Note Purchase Agreement is made this 3rd day of March, 2017 (the "First Amendment"), by and among BioCorRx Inc., a Nevada corporation (the "Company"), and BICX Holding Company LLC (the "Purchaser"), the parties to that certain Senior Secured Convertible Note Purchase Agreement (the "Initial Agreement"), dated June 10, 2016 (the "Initial Financing").

Junior Secured Convertible Note Purchase Agreement (December 30th, 2016)

This Junior Secured Convertible Note Purchase Agreement (the "Agreement") is made as of December 27, 2016, by and among Determine, Inc., a Delaware corporation (the "Company") and the persons or entities set forth on the Schedule of Purchasers attached to this Agreement as Schedule I (each a "Purchaser" and, collectively, the "Purchasers").

Mosys, Inc. 10% Senior Secured Convertible Note Purchase Agreement (March 15th, 2016)

THIS SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made as of March 14, 2016 (the "Effective Date") by and among MoSys, Inc., a Delaware corporation (the "Company"), each purchaser of a 10% Senior Secured Convertible Note Due August 15, 2018 (as defined below) identified in Part 3 of Exhibit A hereto (each a "Purchaser" and collectively referred to as the "Purchasers"), and Ingalls & Snyder LLC, an agent for the Purchasers. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

Junior Secured Convertible Note Purchase Agreement (December 17th, 2015)

This Junior Secured Convertible Note Purchase Agreement (the "Agreement") is made as of December 16, 2015 by and among Determine, Inc., a Delaware corporation formerly known as Selectica, Inc. (the "Company") and the persons or entities set forth on the Schedule of Purchasers attached to this Agreement as Schedule I (each a "Purchaser" and, collectively, the "Purchasers").

Ocata Therapeutics, Inc. – Agreement and Plan of Merger Dated as of November 10, 2015 Among Astellas Pharma Inc., Laurel Acquisition Inc. And Ocata Therapeutics, Inc. (November 10th, 2015)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 10, 2015, among ASTELLAS PHARMA INC., a company organized under the laws of Japan (Parent), LAUREL ACQUISITION INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and OCATA THERAPEUTICS, INC., a Delaware corporation (the Company).

Nation Energy Inc – Secured Convertible Note Purchase Agreement (November 10th, 2015)

This SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, supplemented and otherwise modified from time to time, this Agreement) is made as of August 4, 2015, by and between Paltar Nation Limited Partnership, a Delaware limited partnership (the Partnership), and each of the purchasers listed on the signature pages to this Agreement (each, a Purchaser and together the Purchasers).

Junior Secured Convertible Note Purchase Agreement (March 16th, 2015)

This Junior Secured Convertible Note Purchase Agreement (the "Agreement") is made as of March 11, 2015 by and among Selectica, Inc., a Delaware corporation (the "Company") and the persons or entities set forth on the Schedule of Purchasers attached to this Agreement as Schedule I (each a "Purchaser" and, collectively, the "Purchasers").

KiOR – Amendment No. 2 to Senior Secured Convertible Note Purchase Agreement (April 1st, 2014)

THIS AMENDMENT NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this Amendment) is made and entered into as of March 31, 2014 by and among KIOR, INC., a Delaware corporation (Parent), certain of Parents subsidiaries (collectively with Parent, Grantors), Khosla Ventures III LP, as Agent, and the purchasers party to the 2013 Purchase Agreement (defined below).

West Texas Resources, Inc. – SECURED CONVERTIBLE Note PURCHASE AGREEMENT (January 14th, 2014)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT ("Agreement") is made and entered into as of September 5, 2013 by and between West Texas Resources, Inc., a Nevada corporation (the "Company"), and Gary Bryant (the "Investor").

Searchlight Minerals – Searchlight Minerals Corp. Secured Convertible Note Purchase Agreement (September 24th, 2013)

This Secured Convertible Note Purchase Agreement (this "Agreement") is made as of September 18, 2013, by and between Searchlight Minerals Corp., a Nevada corporation (the "Company"), and the investors listed on Schedule I (the "Schedule of Investors") attached to this Agreement (each an "Investor" and together the "Investors").

Amendment No. 1 to Secured Convertible Promissory Note and Secured Convertible Note Purchase Agreement (August 6th, 2013)

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE PROMISSORY NOTE AND SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT, dated as of August 5, 2013 (this Amendment No. 1), by and between Sunny Optics, Inc., a Delaware corporation (Purchaser), and Meade Instruments Corp., a Delaware corporation (the Company). Purchaser and the Company shall be referred to individually as a Party and collectively as the Parties.

Amendment No. 1 to Secured Convertible Promissory Note and Secured Convertible Note Purchase Agreement (August 6th, 2013)

THIS AMENDMENT NO. 1 TO SECURED CONVERTIBLE PROMISSORY NOTE AND SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT, dated as of August 5, 2013 (this Amendment No. 1), by and between Sunny Optics, Inc., a Delaware corporation (Purchaser), and Meade Instruments Corp., a Delaware corporation (the Company). Purchaser and the Company shall be referred to individually as a Party and collectively as the Parties.

Loton, Corp – Secured Convertible Note Purchase Agreement (July 29th, 2013)

This SECURED CONVERTIBLE Note Purchase Agreement (this "Agreement") is made as of March 25, 2013 (the "Effective Date") by and among Penzance, LLC, a California limited liability company (the "Company"), the initial purchasers of the Notes who are signatory hereto (each, an "Investor" and collectively, the "Investors") and Loton, Corp., a Nevada corporation, as an Investor and as collateral agent for the Investors (the "Collateral Agent"). The Company, the Investors and the Collateral Agent are from time to time referred to herein as the "parties" and each as a "party."

Secured Convertible Note Purchase Agreement (July 16th, 2013)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made as of July 16, 2013, by and among Meade Instruments Corp., a Delaware corporation (the Company), and Sunny Optics, Inc. (the Purchaser). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

Secured Convertible Note Purchase Agreement (July 16th, 2013)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made as of July 16, 2013, by and among Meade Instruments Corp., a Delaware corporation (the Company), and Sunny Optics, Inc. (the Purchaser). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

Westmoreland Coal Company – Amendment to Senior Secured Convertible Note Purchase Agreement (January 14th, 2011)

THIS AMENDMENT TO THE SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this Amendment) is made and entered into as of January 5, 2011 by and among Westmoreland Coal Company, a Delaware corporation (the Company), Tontine Partners, L.P., a Delaware limited partnership, and Tontine Capital Partners, L.P., a Delaware limited partnership (each of the forgoing, a Purchaser and collectively, the Purchasers), and Tontine Capital Associates, L.P., a Delaware limited partnership as Collateral Agent.

Geopharma Inc – Second Amended and Restated Secured Convertible Note Purchase Agreement (October 21st, 2009)

THIS SECOND AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made effective as of October 15, 2009, by and between GeoPharma, Inc., a Florida corporation (the Company), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (the Investor), with respect to the following recitals.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN a TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE (August 28th, 2009)

FOR VALUE RECEIVED, Ebix, Inc., a Delaware corporation with its principal place of business at 5 Concourse Parkway, Suite 3200, Atlanta, Georgia 30328 (the Company), hereby promises to pay in lawful money of the United States to the order of Rennes Foundation., a organized under the laws of or its registered successors or assigns (the Holder), at the office of the Holder at 5 Concourse Parkway, Suite 3200, Atlanta, GA 30328, or at such other place as the Holder may from time to time designate in writing, (1) the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000) on August 25, 2011 (the Maturity Date). This Note is being issued in connection with that certain Secured Convertible Note Purchase Agreement, dated as of the date hereof, between the Company and the Holder (the Purchase Agreement). This Note is subject to the following additional provisions:

Skyline Medical Inc. – Secured Convertible Note Purchase Agreement (January 12th, 2009)

This SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of this 23th day of July, 2007 by and between BioDrain Medical, Inc., a Minnesota corporation (the "Company") and the Purchasers identified in Schedule A (hereinafter collectively referred to as the "Purchasers" or the "Buyers") including Core Fund Management, L.P. ("Core Fund").

Ebix, Inc. Secured Convertible Note Purchase Agreement (July 16th, 2008)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made effective as of July 11, 2008, by and between Ebix, Inc., a Delaware corporation (the Company), and Whitebox VSC Ltd., a limited partnership organized under the laws of the British Virgin Islands (the Investor), with respect to the following recitals.

Geopharma Inc – Amended and Restated Secured Convertible Note Purchase Agreement (April 30th, 2008)

THIS AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made effective as of April 24, 2008, by and between GeoPharma, Inc., a Florida corporation (the Company), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (the Investor), with respect to the following recitals.

United Benefits & Pension Services, Inc. – Amended and Restated Secured Convertible Note Purchase Agreement (March 31st, 2008)

THIS AMENDED AND RESTATED SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of this 15th day of October, 2007 by and between United Benefits & Pension Services, Inc., a Delaware corporation (the "Company") and the parties signatory hereto and identified in Schedule A hereto (hereinafter collectively referred to as the "Purchasers" or the "Buyers").

Westmoreland Coal Company – Senior Secured Convertible Note Purchase Agreement (March 6th, 2008)

SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT, dated as of March 4, 2008, by and among Westmoreland Coal Company, a Delaware corporation (Company), Tontine Partners, L.P., a Delaware limited partnership and Tontine Capital Partners, L.P., a Delaware limited partnership, (each of the forgoing, Purchaser and collectively, Purchasers) and Tontine Capital Associates, L.P., a Delaware limited partnership as Collateral Agent (as defined herein).

Ebix, Inc. Secured Convertible Note Purchase Agreement (December 26th, 2007)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made effective as of December 18, 2007, by and between Ebix, Inc., a Delaware corporation (the Company), and Whitebox VSC Ltd., a limited partnership organized under the laws of the British Virgin Islands (the Investor), with respect to the following recitals.

SENIOR UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT BY AND BETWEEN VITESSE SEMICONDUCTOR CORPORATION AND WHITEBOX VSC, LTD. August 23, 2007 SENIOR UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (August 29th, 2007)

THIS SENIOR UNSECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made effective as of August 23, 2007, by and between Vitesse Semiconductor Corporation, a Delaware corporation (the Company), and Whitebox VSC Ltd., a limited partnership organized under the laws of the British Virgin Islands (Whitebox or the Investor).

JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT Between DYNTEK, INC. And TRUST A-4 LLOYD I. MILLER Dated as of April 13, 2007 (April 18th, 2007)

THIS JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (as the same may be amended, modified, supplemented or restated from time to time in accordance herewith, the Agreement) is dated as of April 13, 2007, by and between DynTek, Inc., a Delaware corporation (the Company), and Trust A-4 Lloyd I. Miller (the Purchaser).

Geopharma Inc – Secured Convertible Note Purchase Agreement (April 10th, 2007)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (the Agreement) is made effective as of April 5, 2007, by and between GeoPharma, Inc., a Florida corporation (the Company), and Whitebox Pharmaceutical Growth Fund, Ltd., a British Virgin Islands business company (the Investor), with respect to the following recitals.

Focus Enhancements, Inc. – Amendment to Senior Secured Convertible Note Purchase Agreement (August 2nd, 2006)

This AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this Amendment) is made and entered into as of June 28, 2006 by and among Focus Enhancements, Inc., a Delaware corporation (Focus), the purchasers signatory hereto (each such purchaser, a Purchaser and collectively, the Purchasers), and Thomas Boucher (the Purchasers Agent).

Focus Enhancements, Inc. – Senior Secured Convertible Note Purchase Agreement (January 30th, 2006)

THIS SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this Agreement) is made as of January 24, 2006 by and among Focus Enhancements, Inc., a Delaware corporation (the Company), and each purchaser of a Senior Secured Convertible Note Due January 1, 2011 (as defined below) identified in Part 3 of Exhibit A hereto (each a Purchaser and collectively referred to as the Purchasers). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

Ovation Products – Contract (January 26th, 2006)

EXHIBIT 10.1 SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT THIS SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is entered into as of January 20, 2006 by and between Ovation Products Corporation, a Delaware corporation (the "Company"), and Andlinger & Company, Inc., a Delaware corporation (the "Purchaser"). WITNESSETH: WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser, desires to purchase from the Company, a Senior Secured Convertible Promissory Note of the Company in the principal face amount of $1,500,000 in the form attached hereto as Exhibit A (the "Note"); and WHEREAS, the parties hereto desire to enter into this Agreement for the purpose of setting forth certain representations, warranties and covenants made by each to the other as an inducement to the execution and delivery of this Agreement and the conditions precedent to the consummation of the tr

TRX, Inc. – Senior Secured Convertible Note Purchase Agreement (May 9th, 2005)

This Senior Secured Convertible Note Purchase Agreement (this Agreement), dated as of November 16, 2001, is by and between TRX, Inc., a Georgia corporation (the Company) and Sabre Investments, Inc., a Delaware corporation (the Lender).

Dts – Secured Convertible Note Purchase Agreement (March 16th, 2005)

THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this Agreement), dated as of December 17, 2004, by and between LOWRY DIGITAL IMAGES, INC., a California corporation (the Company) and DIGITAL THEATER SYSTEMS, INC., a Delaware corporation (DTS or the Purchaser).

Integrated Healthcare Holdings Inc – Contract (November 22nd, 2004)

FIRST AMENDMENT TO SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This First Amendment to Secured Convertible Note Purchase Agreement (this "FIRST AMENDMENT") is entered into as of November 16, 2004, by and between Integrated Healthcare Holdings, Inc., a Nevada corporation (the "COMPANY"), and Kali P. Chaudhuri, M.D. ("PURCHASER"). R E C I T A L S A. The Company and Purchaser are parties to a Secured Convertible Note Purchase Agreement dated as of September 28, 2004 (the "PURCHASE AGREEMENT"). B. The Company has entered into a letter of intent dated November 5, 2004, with Anil V. Shah, M.D. ("DR. SHAH") in which it is contemplated that Dr. Shah and/or his assignees or designees ("SHAH GROUP") would have options to acquire up to (i) 49% of a limited liability company to be formed for the purpose of acquiring the real estate components (in fee) of the Hospitals and (ii) 50,000,000 shares of the Company's Common Stock

Integrated Healthcare Holdings Inc – Contract (October 5th, 2004)

SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement ("AGREEMENT") is made this 28th day of September, 2004 (the "EFFECTIVE DATE") by and between Integrated Healthcare Holdings, Inc., a Nevada public corporation (the "COMPANY"), and Kali Chaudhuri, M.D., an individual ("PURCHASER"). The Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, a 5% Secured Convertible Promissory Note (the "NOTE"), convertible into shares of the common stock of the Company (the "COMMON Stock"), on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I AUTHORIZATION; ISSUANCE OF NOTE 1.1 AUTHORIZATION AND ISSUANCE O