Secured Promissory Note Sample Contracts

International Western Petroleum, Inc. – October 11, 2018 Amendment #3 to That Certain Secured Promissory Note as Amended and Restated (October 12th, 2018)

Reference is made to that certain Secured Promissory Note as Amended and Restated (the "Initial Note"), dated as of December 28, 2017, between Norris Industries, Inc. (formerly known as International Western Petroleum, Inc.) (the "Company") and JBB Partners, Inc. (the "Holder"), and as further amended by that certain Amendment #1, dated as of June 13, 2018 and that certain Amendment #2, dated as of June 28, 2018 (collectively, the "Note"). Capitalized terms used but not defined herein shall have the meanings set forth in the Initial Note.

Rocky Mountain High Brands, Inc. – Secured Promissory Note (October 9th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all amounts owing pursuant to this Note shall bear interest at the rate of the lesser of (a) twenty percent (20%) per annum or (b) the maximum interested allowed by law, from the due date thereof until the same is paid ("Default Interest") .. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not made in common stock) shall be made in lawful money of the United States of America.

Rocky Mountain High Brands, Inc. – Secured Promissory Note (October 9th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all amounts owing pursuant to this Note shall bear interest at the rate of the lesser of (a) twenty percent (20%) per annum or (b) the maximum interested allowed by law, from the due date thereof until the same is paid ("Default Interest"). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not made in common stock) shall be made in lawful money of the United States of America.

Strategic Gaming Investments – Amendment #6 to Secured Promissory Note (September 20th, 2018)

This Amendment to the Secured Promissory Note (this "Amendment") is made and effective as of this 7th day of September, 2018 by and among Quest Solution, Inc., Quest Marketing, Inc., Quest Exchange Ltd., and their subsidiaries and/or affiliates, with principal offices at 860 Conger Street, Eugene, Oregon 97402 (collectively, "Quest"), and ScanSource, Inc., a South Carolina corporation and/or its subsidiaries and affiliates (collectively, "ScanSource"), and, in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Secured Promissory Note (September 14th, 2018)

This Note is payable in monthly installments with a first installment of ONE HUNDRED THOUSAND DOLLARS due upon execution of this Note and monthly installments of TWO HUNDRED THOUSAND DOLLARS ($200,000) commencing November 1, 2018 and continuing until the entire unpaid principal balance of this Note is paid, without interest except as set forth below. Whenever any payment hereunder shall be due on a day which is not a business day, the due date thereof shall be extended to the next succeeding business day.

Rocky Mountain High Brands, Inc. – Secured Promissory Note (September 7th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all amounts owing pursuant to this Note shall bear interest at the rate of the lesser of (a) twenty percent (20%) per annum or (b) the maximum interested allowed by law, from the due date thereof until the same is paid ("Default Interest") .. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not made in common stock) shall be made in lawful money of the United States of America.

Rocky Mountain High Brands, Inc. – First Addendum to Secured Promissory Note Issued June 1, 2018 (Note Issued Solely in Exchange for the Secured Promissory Note Issued January 11, 2018, as Amended) (September 7th, 2018)

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Rocky Mountain High Brands, Inc. and GHS Investments, LLC hereby agree to amend The Secured Promissory Note issued June 1, 2018, as issued solely in exchange for the Secured Promissory Note issued January 11, 2018 (the "Note"), as follows:

Rocky Mountain High Brands, Inc. – Secured Promissory Note (September 7th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all amounts owing pursuant to this Note shall bear interest at the rate of the lesser of (a) twenty percent (20%) per annum or (b) the maximum interested allowed by law, from the due date thereof until the same is paid ("Default Interest") .. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not made in common stock) shall be made in lawful money of the United States of America.

Secured Promissory Note (August 23rd, 2018)

This SECURED PROMISSORY NOTE (UK WORKING CAPITAL) (this "Secured Note"), dated as of August 2, 2018, is made by International Beauty Limited, a limited liability company incorporated under the laws of England and Wales with registered number 10921377 ("Beauty UK" or the "Borrower") in favor of Regis Corp., a Minnesota corporation, for itself and as agent for each of the other Regis Entities (in such capacities, together with its successors and assigns, the "Holder"). This Secured Note shall be secured by the Collateral on the terms and conditions set forth in the Security Documents.

Secured Promissory Note (August 23rd, 2018)

This SECURED PROMISSORY NOTE (US RECEIVABLES) (this "Secured Note"), dated as of August 2, 2018, is made by The Beautiful Group Management, LLC, a Delaware limited liability company ("TBG USA" or the "Borrower") in favor of Regis Corp., a Minnesota corporation, for itself and as agent for each of the other Regis Entities (in such capacities, together with its successors and assigns, the "Holder"). This Secured Note shall be secured by the Collateral on the terms and conditions set forth in the Security Documents.

Secured Promissory Note (August 23rd, 2018)

This SECURED PROMISSORY NOTE (US WORKING CAPITAL) (this "Secured Note"), dated as of August 2, 2018, is made by The Beautiful Group Management, LLC, a Delaware limited liability company ("TBG USA" or the "Borrower") in favor of Regis Corp., a Minnesota corporation, for itself and as agent for each of the other Regis Entities (in such capacities, together with its successors and assigns, the "Holder"). This Secured Note shall be secured by the Collateral on the terms and conditions set forth in the Security Documents.

Secured Promissory Note (August 23rd, 2018)

This SECURED PROMISSORY NOTE (CANADA RECEIVABLES) (this "Secured Note"), dated as of August 2, 2018, is made by The Beautiful Group Salons (Canada), Ltd., a British Columbia company ("TBG Canada" or the "Borrower") in favor of Regis Corp., a Minnesota corporation, for itself and as agent for each of the other Regis Entities (in such capacities, together with its successors and assigns, the "Holder"). This Secured Note shall be secured by the Collateral on the terms and conditions set forth in the Security Documents.

Secured Promissory Note (August 23rd, 2018)

This SECURED PROMISSORY NOTE (CANADA WORKING CAPITAL) (this "Secured Note"), dated as of August 2, 2018, is made by The Beautiful Group Salons (Canada), Ltd., a British Columbia company ("TBG Canada" or the "Borrower") in favor of Regis Corp., a Minnesota corporation, for itself and as agent for each of the other Regis Entities (in such capacities, together with its successors and assigns, the "Holder"). This Secured Note shall be secured by the Collateral on the terms and conditions set forth in the Security Documents.

Longfin Corp – Exchanged Secured Promissory Note (August 21st, 2018)

FOR VALUE RECEIVED, HUDSON BAY MASTER FUND LTD (the "Investor") hereby promises to pay to Longfin Corp, a Delaware corporation (the "Company"), on the date set forth below, (i) the principal amount of FIVE MILLION, DOLLARS ($5,000,000.00) and (ii) interest on the unpaid principal balance hereof at the rate set forth herein (collectively, the "Obligations"). This Promissory Note (this "Note") has been issued pursuant to that certain Amendment and Exchange Agreement, dated August 20, 2018, by and between the Company and the Investor (the "Amendment and Exchange Agreement"), in exchange for that certain secured promissory note, dated February 13, 2018, in the aggregate principal amount of $42,604,058.82, originally issued pursuant to the Note Purchase Agreement, dated as of January 22, 2018 (the "Subscription Date"), by and among the Company and the Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the "Note Purchase Agreement"). Capi

Dala Petroleum Corp. – SECURED PROMISSORY NOTE Reno, Nevada (August 15th, 2018)

FOR VALUE RECEIVED, the undersigned, TELECON WIRELESS RESOURCES, INC., a New York corporation (Maker), hereby promises to pay to the order of KONATEL, INC., a Nevada corporation (Payee), at its address at 6166 Carriage House Way, Reno, NV 89519, or at such other place as Payee may designate in writing, in the currency of the United States of America, the principal sum of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in accordance with the provisions set forth in this Promissory Note (Note).

Secured Promissory Note (August 13th, 2018)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, MERCURY BBQ LLC, a Delaware limited liability company (the "Borrower"), hereby unconditionally promises to pay to the order of Famous Dave's of America, Inc., a Minnesota corporation, or its assigns (the "Noteholder", and together with the Borrower, the "Parties"), the principal amount of $1,400,000 (the "Loan") or the aggregate of such amounts the Noteholder has disbursed to the Co-Borrowers pursuant to Section 2.2, together with all accrued interest thereon, as provided in this Promissory Note (the "Note").

Rocky Mountain High Brands, Inc. – Secured Promissory Note (August 8th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Following any Event of Default, all amounts owing pursuant to this Note shall bear interest at the rate of the lesser of (a) twenty percent (20%) per annum or (b) the maximum interested allowed by law, from the due date thereof until the same is paid ("Default Interest") .. Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not made in common stock) shall be made in lawful money of the United States of America.

Secured Promissory Note (July 17th, 2018)

FOR VALUE RECEIVED, the undersigned (hereinafter referred to as "Maker") promises to pay to the order of CAM GROUP OF FLORIDA, at such address as the Lender shall specify in writing to the Borrower, (hereinafter collectively referred to as the "Lender"), the principal sum of TWO HUNDRED THOUSAND DOLLARS (US $200,000.00), together with interest thereon from the date or dates of disbursement of the aforesaid principal sum. Principal and interest shall be payable as follows:

Summit Semiconductor Inc. – Amendment No. 1 TO SECURED PROMISSORY NOTE (July 2nd, 2018)

This Amendment No. 1 to Secured Promissory Note (this "Amendment") is effective this November 17, 2016, by and among Carl Berg (the "Lender") and Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"). The Company issued that certain Secured Promissory Note dated April 1, 2015 to Lender having a principal balance of $450,000.00 (the "Note"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Company agree to amend the Note as follows:

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE Issued Solely in Exchange for the Secured Promissory Note Issued October 12, 2017, as Amended (July 2nd, 2018)

This Note is issued in exchange solely for Holder's surrender of the Secured Promissory Note dated October 12, 2017 (the "10/12/17 Note") previously issued to Holder from the Company, and for no other consideration from Holder. The Company acknowledges accrued and unpaid interest under the 10/12/17 Note in the amount of $766.13, and agrees to payment of such interest, together with the principal balance of this Note, in accordance with the terms of this Note. All obligations of the Company set forth in the 10/12/17 Note are replaced and superseded in their entirety by the terms of this Note. This Note and all accrued interests shall tack back to October 12, 2017.

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE Issued Solely in Exchange for the Secured Promissory Note Issued November 2, 2017, as Amended (July 2nd, 2018)

This Note is issued in exchange solely for Holder's surrender of the Secured Promissory Note dated November 2, 2017 (the "11/2/17 Note") previously issued to Holder from the Company, and for no other consideration from Holder. The Company acknowledges accrued and unpaid interest under the 11/2/17 Note in the amount of $1,977.85, and agrees to payment of such interest, together with the principal balance of this Note, in accordance with the terms of this Note. All obligations of the Company set forth in the 11/2/17 Note are replaced and superseded in their entirety by the terms of this Note. This Note and all accrued interests shall tack back to November 2, 2017.

Summit Semiconductor Inc. – Amendment No. 1 TO SECURED PROMISSORY NOTE (July 2nd, 2018)

This Amendment No. 1 to Secured Promissory Note (this "Amendment") is effective this November 17, 2016, by and among Carl Berg (the "Lender") and Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"). The Company issued that certain Secured Promissory Note dated February 12, 2016 to Lender having a principal balance of $300,000.00 (the "Note"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Company agree to amend the Note as follows:

Summit Semiconductor Inc. – Secured Promissory Note (July 2nd, 2018)

FOR VALUE RECEIVED, Summit Semiconductor LLC, a Delaware limited liability company ("Borrower"), promises to pay to the order of Meriwether Mezzanine Partners, L.P., a Delaware limited partnership ("Lender"), or registered assigns, in lawful money of the United States of America, the principal sum of $500,000.00, together with accrued interest, on July 5, 2015 (the "Maturity Date").

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE Issued Solely in Exchange for the Secured Promissory Note Issued January 5, 2018, as Amended (July 2nd, 2018)

This Note is issued in exchange solely for Holder's surrender of the Secured Promissory Note dated January 5, 2018 (the "1/5/18 Note") previously issued to Holder from the Company, and for no other consideration from Holder. The Company acknowledges accrued and unpaid interest under the 1/5/18 Note in the amount of $12,328.77, and agrees to payment of such interest, together with the principal balance of this Note, in accordance with the terms of this Note. All obligations of the Company set forth in the 1/5/18 Note are replaced and superseded in their entirety by the terms of this Note. This Note and all accrued interests shall tack back to January 5, 2018.

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE Issued Solely in Exchange for the Secured Promissory Note Issued January 11, 2018, as Amended (July 2nd, 2018)

This Note is issued in exchange solely for Holder's surrender of the Secured Promissory Note dated January 11, 2018 (the "1/11/18 Note") previously issued to Holder from the Company, and for no other consideration from Holder. The Company acknowledges accrued and unpaid interest under the 1/11/18 Note in the amount of $3,780.69, and agrees to payment of such interest, together with the principal balance of this Note, in accordance with the terms of this Note. All obligations of the Company set forth in the 1/11/18 Note are replaced and superseded in their entirety by the terms of this Note. This Note and all accrued interests shall tack back to January 11, 2018.

Summit Semiconductor Inc. – Secured Promissory Note (July 2nd, 2018)

FOR VALUE RECEIVED, Summit Semiconductor LLC, a Delaware limited liability company ("Borrower"), promises to pay to the order of Carl Berg ("Lender"), or registered assigns, in lawful money of the United States of America, the principal sum of $450,000.00, together with accrued interest, on January 31, 2017 (the "Maturity Date").

Summit Semiconductor Inc. – Secured Promissory Note (July 2nd, 2018)

FOR VALUE RECEIVED, Summit Semiconductor LLC, a Delaware limited liability company ("Borrower"), promises to pay to the order of Carl Berg ("Lender"), or registered assigns, in lawful money of the United States of America, the principal sum of $300,000.00, together with accrued interest, on January 31, 2017 (the "Maturity Date").

Summit Semiconductor Inc. – Secured Promissory Note (July 2nd, 2018)

FOR VALUE RECEIVED, Summit Semiconductor LLC, a Delaware limited liability company ("Borrower"), promises to pay to the order of Carl Berg ("Lender"), or registered assigns, in lawful money of the United States of America, the principal sum of $200,000.00, together with accrued interest, on January 31, 2017 (the "Maturity Date").

Summit Semiconductor Inc. – Amendment No. 1 TO SECURED PROMISSORY NOTE (July 2nd, 2018)

This Amendment No. 1 to Secured Promissory Note (this "Amendment") is effective this November 17, 2016, by and among Carl Berg (the "Lender") and Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"). The Company issued that certain Secured Promissory Note dated September 18, 2015 to Lender having a principal balance of $200,000.00 (the "Note"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lender and Company agree to amend the Note as follows:

Helios & Matheson North America Inc. – Secured Promissory Note (June 21st, 2018)

FOR VALUE RECEIVED, [INVESTOR] (the "Investor") hereby promises to pay to Helios and Matheson Analytics Inc., a Delaware corporation (the "Company"), on the date set forth below, (i) the principal amount of [ ] Million Dollars ($[ ],000,000) and (ii) interest on the unpaid principal balance hereof at the rate set forth herein (collectively, the "Obligations"). This Promissory Note (this "Note") has been issued pursuant to the Note Purchase Agreement, dated as of June __, 2018 (the "Subscription Date"), by and among the Company and the Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the "Note Purchase Agreement") as payment of the purchase price of that certain Series B-2 Senior Secured Convertible Note of the Company, with an initial aggregate principal amount of $[ ],000,000 (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms the

Helios & Matheson North America Inc. – Secured Promissory Note (June 21st, 2018)

FOR VALUE RECEIVED, [INVESTOR] (the "Investor") hereby promises to pay to Helios and Matheson Analytics Inc., a Delaware corporation (the "Company"), on the date set forth below, (i) the principal amount of [ ] Million Dollars ($[ ],000,000) and (ii) interest on the unpaid principal balance hereof at the rate set forth herein (collectively, the "Obligations"). This Promissory Note (this "Note") has been issued pursuant to the Note Purchase Agreement, dated as of June __, 2018 (the "Subscription Date"), by and among the Company and the Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the "Note Purchase Agreement") as payment of the purchase price of that certain Series B-2 Senior Secured Convertible Note of the Company, with an initial aggregate principal amount of $[ ],000,000 (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms the

Secured Promissory Note (May 30th, 2018)

FOR VALUE RECEIVED, the undersigned Four Boys Industries, Inc., a California corporation with its principal headquarters located at 210 W. Arrow Highway Suite C, San Dimas, CA 91773, county of Los Angeles, State of California (Maker), hereby promises to pay to Pro-Dex, Inc., a Colorado corporation with its principal headquarters located at 2361 McGaw Avenue, Irvine, CA 92614 (together with its successor or assigns, Holder), the principal sum of Two Hundred Eighty Thousand Dollars ($280,000.00), together with simple interest on the unpaid principal balance from time to time outstanding at the rate of four percent (4.00%) per annum.

Instanet – Secured Promissory Note (April 11th, 2018)

FOR VALUE RECEIVED, TRUE DRINKS, INC. ("TRUE DRINKS") and TRUE DRINKS HOLDINGS, INC. ("TRUE DRINKS HOLDINGS") (collectively, the "MAKERS"),

Instanet – Secured Promissory Note (April 11th, 2018)

FOR VALUE RECEIVED, TRUE DRINKS, INC. ("TRUE DRINKS"), TRUE DRINKS HOLDINGS, INC. ("TRUE DRINKS HOLDINGS") and VINCENT C. SMITH ("SMITH"), collectively, the "MAKERS", acting jointly and severally, hereby promise to pay to the order of NIAGARA BOTTLING, LLC ("PAYEE"), pursuant to this Secured Promissory Note ("NOTE"), the sum of Four Million Six Hundred Forty-Four Thousand Nine Hundred Six and No Cents ($4,644,906.00) (the "PRINCIPAL AMOUNT"), together with interest from the Effective Date at the rate of five percent (5%) per year, accrued and compounded annually on the unpaid Principal Amount. Payment of the Principal Amount and all accrued interest shall be due no later than December 31, 2019 ("DUE DATE").

Real Goods Solar – Secured Promissory Note (April 10th, 2018)

FOR VALUE RECEIVED, [INVESTOR] (the "Investor") hereby promises to pay to Real Goods Solar, Inc., a Colorado corporation (the "Company"), on the date set forth below, (i) the principal amount of [PRINCIPAL] ($[PRINCIPAL]) and (ii) interest on the unpaid principal balance hereof at the rate set forth herein (collectively, the "Obligations"). This Promissory Note (this "Note") has been issued pursuant to the Note Purchase Agreement, dated as of April 9, 2018 (the "Subscription Date"), by and among the Company and the Investor (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the "Note Purchase Agreement") as payment of the purchase price of that certain Series B Senior Secured Series B Convertible Note of the Company, with an initial aggregate principal amount of $[SERIES B PRINCIPAL] (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the "Serie