Secured Promissory Note Sample Contracts

MoneyOnMobile, Inc. – MONEYONMOBILE, INC. SECURED PROMISSORY NOTE (July 16th, 2019)

FOR VALUE RECEIVED, MoneyOnMobile, Inc., a Texas corporation (the “Borrower”), hereby unconditionally promises to pay to the order of [_________________] or its assigns (the “Noteholder,” and together with the Borrower, the “Parties”), the principal amount of [ ] and 00/100 Dollars ($[ ])(the “Loan”), together with all accrued interest thereon, as provided in this Secured Promissory Note. This Secured Promissory Note (including all Promissory Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue of up to $1,200,000 aggregate principal amount of Notes issued pursuant to or contemplated by the Securities Purchase Agreement (as defined below) (collectively, the “Notes” and such other Promissory Notes, the “Other Notes”).

Adhera Therapeutics, Inc. – ADHERA THERAPEUTICS, INC. 12% SECURED PROMISSORY NOTE (July 3rd, 2019)

This 12% Secured Promissory Note (the “Note”) has been executed and issued pursuant to the terms of that certain Subscription Agreement dated as of __________, 2019 between the Company and the Holder (the “Subscription Agreement”), and is one of a series of secured promissory notes that are being issued by the Company to select accredited investors pursuant to Subscription Agreements between the Company and such investors that are substantially in the form of the Subscription Agreement (such notes, the “Notes”). 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.

Pioneer Financial Services Inc – SECURED PROMISSORY NOTE (July 2nd, 2019)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Pioneer Financial Services, Inc., a Missouri corporation, Pioneer Funding, Inc., a Nevada corporation, Pioneer Services Corp., a Missouri corporation, and Pioneer Services Sales Finance, Inc., a Nevada corporation (individually, each a "Borrower" and collectively, the "Borrowers"), hereby unconditionally promises to pay to the order of CF Pioneer Funding LLC or its successors and assigns (the "Noteholder," and together with the Borrower, the "Parties"), the principal amount of SEVENTY MILLION DOLLARS ($70,000,000) (the "Loan"), together with all accrued interest thereon, as provided in this Promissory Note (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Note").

iGambit, Inc. – SECURED PROMISSORY NOTE (June 27th, 2019)

FOR VALUE RECEIVED, iGambit, Inc., a Delaware corporation (the “Maker”) hereby unconditionally promises to pay to the order of Clinigence Holdings, Inc., a Delaware corporation (the “Payee”), in such amounts and at such times as set forth herein, the aggregate principal sum of $393,092.28 plus all accrued and unpaid interest, fees and other costs or such amount as may be outstanding under this Secured Promissory Note (the “Note”).

China SXT Pharmaceuticals, Inc. – SECURED PROMISSORY NOTE (June 21st, 2019)

FOR VALUE RECEIVED, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Investor”) hereby promises to pay to China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands (the “Company”), on the date set forth below, (i) the principal amount of two million and five hundred thousand ($2,500,000) 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 May 2, 2019 (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 Convertible Note of the Company, with an initial aggregate principal amount of $2,500,000 (as such note may be amended, modified, supplemented

China SXT Pharmaceuticals, Inc. – SECURED PROMISSORY NOTE (June 21st, 2019)

FOR VALUE RECEIVED, Hudson Bay Master Fund Ltd. (the “Investor”) hereby promises to pay to China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands (the “Company”), on the date set forth below, (i) the principal amount of two million and five hundred thousand ($2,500,000) 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 May 2, 2019 (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 Convertible Note of the Company, with an initial aggregate principal amount of $2,500,000 (as such note may be amended, modified, supplemented, extended, renewed, restated or repla

Jaguar Health, Inc. – Jaguar Health Eliminates More Than $6.4 Million in Secured Promissory Notes to Strengthen Company’s Balance Sheet (May 29th, 2019)

San Francisco, CA (May 29, 2019): Jaguar Health, Inc. (NASDAQ: JAGX) (“Jaguar” or the “Company”), a commercial stage pharmaceutical company focused on developing novel, sustainably derived gastrointestinal products on a global basis, announced today that the Company has extinguished all of the approximately $6.4 million in secured promissory notes that were outstanding as of December 31, 2018, which notes the Company originally issued to Chicago Venture Partners L.P. (“CVP”) in July 2017 through March 2018. The Company accomplished this reduction in indebtedness through the issuance of approximately 27,717,914 shares of common stock, at an average price of approximately $0.23 per share, to CVP pursuant to exchange agreements entered into between the Company and CVP from January through May 2019.

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE (May 20th, 2019)

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.

Sphere 3D Corp – Re: Secured Promissory Note dated November 13, 2018 in the amount of $500,000 (May 15th, 2019)

Reference is made to the above-referenced Secured Promissory Note dated November 13, 2018 between Sphere 3D Corp. and HVE Inc. (the “Borrowers”) and Overland Storage, Inc. (the “Holder” or “Overland”) in the amount of $500,000 (the “Note”). Such Note provides for payment of all interest and principal on or before May 13, 2019 (the “Payment Date”). It is my understanding that the Borrowers have requested that the Payment Date be extended to June 13, 2019. Overland agrees to extend the payment date to June 13, 2019 in exchange for payment of a fee in the amount of $10,000 which shall also be due and payable upon maturity. By execution of this letter agreement, the parties agree and acknowledge that the Payment Date has been extended to June 13, 2019. No other terms of the Note shall change.

Rocky Mountain High Brands, Inc. – AMENDMENT TO SECURED PROMISSORY NOTES (May 9th, 2019)

This Amendment to those certain Secured Promissory Notes listed below (this “Amendment”) is effective as of as of May 6, 2019, and is entered into by and between Rocky Mountain High Brands, Inc., a Nevada corporation (hereinafter called the “Company”), and GHS Investments, LLC, a Nevada limited liability company (the “Holder”).

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE (May 9th, 2019)

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.

Alliqua BioMedical, Inc. – AMENDED AND RESTATED SECURED PROMISSORY NOTE (May 9th, 2019)

FOR VALUE RECEIVED, the undersigned, ADYNXX, INC., a Delaware corporation with an office at 100 Pine Street, #500, San Francisco, CA 9411, which will be re-named ADYNXX SUB, INC. effective immediately following consummation of the Alliqua Merger and ALLIQUA BIOMEDICAL, INC., a Delaware corporation with offices located at 2150 Cabot Blvd., West, Suite B, Langhorne, PA 19047, which will be re-named ADYNXX, INC. effective immediately following consummation of the Merger (individually and collectively, jointly and severally, “Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of [___] DOLLARS ($[___]) or such lesser amount as shall equal the outstanding principal balance of the Term [__] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [__] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated November 24, 2015, by and among Borrower, Lender, Oxford F

Terra Tech Corp. – SECURED PROMISSORY NOTE (May 9th, 2019)

FOR VALUE RECEIVED, the undersigned, Picksy, LLC, a Nevada limited liability company (the “Borrower”), with a mailing address of 1901 Camino Carlos Rey, North Las Vegas, NV 89031, hereby promises to pay to the order of MEDIFARM LLC, an Nevada limited liability company (the “Lender”), with a mailing address of 2040 Main Street, Suite 225, Irvine, CA 92614, the maximum principal amount of Two Million Eight Hundred Thousand Dollars ($2,800,000), together with interest on the unpaid Principal Amount (as defined below) outstanding from time to time at the rate or rates hereafter specified and any and all other sums which may be owing to the Lender by the Borrower hereunder.

General Cannabis Corp – FORM OF FIRST AMENDMENT TO SECURED PROMISSORY NOTE (May 6th, 2019)

THIS FIRST AMENDMENT TO SECURED PROMISSORY NOTE (the “Agreement”) is made as of the date first written above between General Cannabis Corporation, a Colorado corporation (the “Borrower”) and ___________ (the “Noteholder”).

LandStar, Inc. – SECURED PROMISSORY NOTE (April 24th, 2019)
LandStar, Inc. – SECURED PROMISSORY NOTE (April 24th, 2019)

Payor hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Note, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Note.

China SXT Pharmaceuticals, Inc. – SECURED PROMISSORY NOTE (April 17th, 2019)

FOR VALUE RECEIVED, [INVESTOR] (the “Investor”) hereby promises to pay to China SXT Pharmaceuticals, Inc., a company organized under the laws of the British Virgin Islands (the “Company”), on the date set forth below, (i) the principal amount of [                        ] ($[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 __, 2019 (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 Convertible Note of the Company, with an initial aggregate principal amount of $[                        ] (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced fr

Geospatial Corp – SECURED PROMISSORY NOTE AND AMENDMENT TO THE PRIOR SECURED PROMISSORY NOTES (April 16th, 2019)

IN EXCHANGE FOR THE FUNDS RECEIVED, GEOSPATIAL CORPORATION (the “Borrower”), and its wholly owned subsidiary, Geospatial Mapping Systems, Inc. (“GMS”), promise to pay to the order of David Truitt, an individual residing in the Commonwealth of Virginia (the "Lender"), at such place as the Lender may designate, the outstanding principal sum of One Hundred Thousand Dollars ($100,000.00), with interest payable as set forth in this Secured Promissory Note (“Note”). The Note principal and interest shall be payable in lawful money of the United States of America.

Rocky Mountain High Brands, Inc. – SECURED PROMISSORY NOTE (April 15th, 2019)

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.

Flux Power Holdings, Inc. – AMENDED AND RESTATED SECURED PROMISSORY NOTE (April 2nd, 2019)

This Note is made and delivered by Borrower to Holder pursuant to the terms of the Credit Facility Agreement. Under the Credit Facility Agreement, Holder, at its sole discretion and along with other Lenders (as defined in the Credit Facility Agreement), agreed to advance funds up to a maximum of Seven Million Dollars ($7,000,000) to Borrower, from time to time, to be used by Borrower to purchase inventory and related operational support expenses. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Facility Agreement.

Flux Power Holdings, Inc. – SECURED PROMISSORY NOTE (April 2nd, 2019)

This Note is made and delivered by Borrower to Holder pursuant to the terms of the Credit Facility Agreement. Under the Credit Facility Agreement, Holder, at its sole discretion and along with other Lenders (as defined in the Credit Facility Agreement), agreed to advance funds up to a maximum of Seven Million Dollars ($7,000,000) to Borrower, from time to time, to be used by Borrower to purchase inventory and related operational support expenses. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Facility Agreement.

Focus Universal Inc. – SECURED PROMISSORY NOTE (March 18th, 2019)
Royal Energy Resources, Inc. – AMENDED AND RESTATED SECURED PROMISSORY NOTE (March 11th, 2019)

WHEREAS, on May 31, 2017, ROYAL ENERGY RESOURCES, INC., a Delaware corporation, having an address at 56 Broad Street, Suite 2, Charleston, SC 29401 (the “Maker”), executed a certain Secured Promissory Note (the “Note”) pursuant to which Maker promised to pay to the order of Cedarview Opportunities Master Fund, L.P., having an address One Penn Plaza, 45th Floor, New York, NY 10119, and any subsequent holder of this Note (“Holder” or “Holders”) in the manner thereinafter provided, the principal sum of $2,500,000.00 (the “Loan”), or such sum as may be advanced and outstanding from time to time, in lawful money of the United States, together with interest thereon to be computer on the unpaid principal balance outstanding at the Applicable Interest Rate (as such term is defined in the Note); and

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

FISION Corp – SECURED PROMISSORY NOTE (February 8th, 2019)

This Promissory Note (this “Note”) and all amounts of principal and accrued but unpaid interest thereunder will be due and payable on the Maturity Date. As used in this Note, “Maturity Date” means August 31, 2019, as such date may be extended (up to two successive additional 90 day extensions) by the Maker by prior written notice (as to each extension) to the Payee. This Note may not be amended or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, modification, or waiver is sought. The Maker may prepay the Note in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment.

CLS Holdings USA, Inc. – SECURED PROMISSORY NOTE (February 4th, 2019)

This Note shall bear interest at the rate of 8% per annum. Unless this Note is earlier repaid in full, on July 1, 2019, all accrued interest shall be added to the outstanding principal due hereunder and such amount shall be payable in six equal monthly installments, commencing on July 1, 2019 (the ”Initial Payment Date”), together with interest accruing after July 1, 2019. This Note shall mature and all outstanding principal, accrued interest and any other amounts due hereunder, shall become due and payable in full on December 1, 2019.

PASSUR Aerospace, Inc. – SECURED PROMISSORY NOTE (January 29th, 2019)

For value received, PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation (hereinafter referred to as “Borrower”), hereby unconditionally PROMISES TO PAY to the order of G.S. Beckwith Gilbert (“Lender”), or his permitted assigns, to an account designated by Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of six million nine hundred sixty thousand dollars ($6,960,000) together with interest on the unpaid principal amount of this Note.  Interest shall be payable at the annual rate of 9 ¾% from January 28, 2019 to November 1, 2020 payable in cash.  Interest payments shall be made annually at October 31 of each year.

DPW Holdings, Inc. – SECURED PROMISSORY NOTE (January 24th, 2019)

FOR VALUE RECEIVED, DPW Holdings, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of _____________, or its registered assigns (“Holder”) the amount set forth above as the original principal amount (as reduced pursuant to the terms hereof the “Principal”) when due, whether upon April 15, 2019 (the “the Maturity Date”), or upon acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, prepayment or otherwise (in each case in accordance with the terms hereof). This Secured Promissory Note (this “Note”) is issued to the Holder as of the Issuance Date by the Company. Certain capitalized terms used herein are defined in Section 20. This Note is issued pursuant to an

DPW Holdings, Inc. – SECURED PROMISSORY NOTE (January 24th, 2019)

FOR VALUE RECEIVED, DPW Holdings, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of ___________, or its registered assigns (“Holder”) the amount set forth above as the original principal amount (as reduced pursuant to the terms hereof the “Principal”) when due, whether upon April 15, 2019 (the “the Maturity Date”), or upon acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, prepayment or otherwise (in each case in accordance with the terms hereof). This Secured Promissory Note (this “Note”) is issued to the Holder as of the Issuance Date by the Company. Certain capitalized terms used herein are defined in Section 20. This Note is issued pursuant to an E

Norris Industries, Inc. – October 11, 2018 Amendment #3 to that certain Secured Promissory Note As Amended and Restated (January 22nd, 2019)

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.