Secured Promissory Note Sample Contracts

Rocky Mountain High Brands, Inc. – Second Amended and Restated SECURED PROMISSORY NOTE (January 16th, 2018)

This Note shall serve in lieu of and replace, that certain Secured Promissory Note issued by the Company to the Holder on November 2, 2017.

Rocky Mountain High Brands, Inc. – Second Amended and Restated SECURED PROMISSORY NOTE (January 16th, 2018)

This Note shall serve in lieu of and replace, that certain Secured Promissory Note issued by the Company to the Holder on October 12, 2017.

Rocky Mountain High Brands, Inc. – Secured Promissory Note (January 16th, 2018)

This Note represents $95,830 in premiums paid by GHS Investments, LLC to Eagle Equities, LLC., on behalf of the Company and as described in that certain Assignment of Debt Agreement dated January 11, 2018.

Rocky Mountain High Brands, Inc. – Amended and Restated Secured Promissory Note (January 16th, 2018)

Rocky Mountain High Brands, Inc., (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 $300,000 by October 5, 2018, (the "Maturity Date") in installments (as outlined 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.

Hds International Corp. – Fourth Amendment to Secured Promissory Note (January 12th, 2018)

This FOURTH AMENDMENT TO THE SECURED PROMISSORY NOTE (this "Amendment") dated as of January 8, 2018, is by and between Good Gaming, Inc., a Nevada corporation (the "Company") and ViaOne Services, LLC ("ViaOne").

Helios & Matheson North America Inc. – Secured Promissory Note (January 11th, 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 Thirty Five Million Dollars ($35,000,000) 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 January __, 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-1 Senior Secured Series B-1 Convertible Note of the Company, with an initial aggregate principal amount of $35,000,000 (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the t

Illumination America, Inc. – DATED 1 JANUARY 2018 AMENDING AGREEMENT TO THE SHARE SALE AGREEMENT FOR THE ENTIRE ISSUED SHARE CAPITAL OF TD HOLDINGS LIMITED AND THE SECURED PROMISSORY NOTE TD Holdings Limited Suite 601, 6th Floor, West Tower, Philippine Stock Exchange Center Exchange Road, Ortigas Center, Pasig City, Philippines (January 5th, 2018)
Nemus Bioscience, Inc. – SECURED PROMISSORY NOTE December 28, 2017 (January 3rd, 2018)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, NEMUS BIOSCIENCE, INC., a Nevada corporation (the "Company"), hereby unconditionally promises to pay to the order of EMERALD HEALTH SCIENCES INC. (together with its successors and assigns, the "Noteholder", and together with the Company, the "Parties"), the principal amount of $900,000 (the "Loan") or the aggregate of such amounts the Noteholder has disbursed to the Company pursuant to Section 2.2, together with all accrued interest thereon (including all "PIK Interests"), as provided in this Promissory Note (this "Note").

Nemus Bioscience, Inc. – SECURED PROMISSORY NOTE December 28, 2017 (January 3rd, 2018)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, NEMUS BIOSCIENCE, INC., a Nevada corporation (the "Company"), hereby unconditionally promises to pay to the order of EMERALD HEALTH SCIENCES INC. (together with its successors and assigns, the "Noteholder", and together with the Company, the "Parties"), the principal amount of $900,000 (the "Loan") or the aggregate of such amounts the Noteholder has disbursed to the Company pursuant to Section 2.2, together with all accrued interest thereon (including all "PIK Interests"), as provided in this Promissory Note (this "Note").

Secured Promissory Note (December 29th, 2017)

This Secured Promissory Note is given in replacement of, and amends and restates in its entirety, that certain Amended and Restated Promissory Note (the "First Amended Note"), dated as of October 23, 2017, in the amount of $6,000,000, which was given in replacement of, and amended and restated in its entirety, that certain Promissory Note, dated as of October 12, 2017, in the amount of $1,000,000 (the "Original Note"), each issued by the Issuer to the Lender. This Secured Promissory Note is not intended to be, and shall not be construed to be, a novation of any of the obligations owing under or in connection with the First Amended Note or the Original Note, and any Loans outstanding under the First Amended Note or Original Note will be deemed Loans made under this Secured Promissory Note in accordance with its terms.

EntreMed, Inc. – Third Amendment to Secured Promissory Note (December 22nd, 2017)

This Third Amendment to Secured Promissory Note ("Amendment") is made and entered into as of December 20, 2017, by and between CASI Pharmaceuticals, Inc. (the "Debtor"), and Talon Therapeutics, Inc. (the "Holder").

Asta Funding, Inc. – Secured Promissory Note (December 19th, 2017)

FOR VALUE RECEIVED, and intending to be legally bound, CBC Holdings LLC, a Delaware limited liability company ("CBC Holdings" or the "Maker") hereby promises to pay to ASTA FUNDING, INC., a Delaware corporation or its assignee (the "Holder"), the sum of FIVE MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($5,750,000) (the "Principal Amount") in lawful money of the United States of America, on the terms and conditions set forth in this Note (the "Note").

Car Charging Group – Secured Promissory Note (December 8th, 2017)

FOR VALUE RECEIVED on the above date, Car Charging Group, Inc., a Nevada corporation ("Borrower"), promises to pay to BLNK Holdings LLC, a Delaware limited liability company ("Holder"), the principal sum of One Hundred Thousand Dollars and 00/100 ($100,000.00), together with simple interest at the rate of ten percent (10%) per annum. The entire principal amount and accrued interest is due and payable on the earlier of November 4, 2017 or the closing date of offerings of the Borrower's securities (whether a registered offering or a private offering) which raises total gross proceeds of at least $2,500,000 (the "Maturity Date"). This Note may be prepaid in whole or in part at any time without penalty or premium.

Rocky Mountain High Brands, Inc. – Amended and Restated SECURED PROMISSORY NOTE (December 7th, 2017)

This Note shall serve in lieu of and replace, that certain Secured Promissory Note issued by the Company to the Holder on November 2, 2017.

Rocky Mountain High Brands, Inc. – Amended and Restated SECURED PROMISSORY NOTE (December 7th, 2017)

This Note shall serve in lieu of and replace, that certain Secured Promissory Note issued by the Company to the Holder on October 12, 2017.

MAGELLAN GOLD Corp – Series 2017 10% Secured Promissory Note Due December 31, 2018 (December 6th, 2017)

THIS NOTE is one of a duly authorized series of Notes of MAGELLAN GOLD CORPORATION, a Nevada corporation (the "Company"), designated as its Series 2017 10% Secured Promissory Notes (the "Notes") due on December 31, 2018 (the "Maturity Date"), in an aggregate principal amount of up to $1,500,000 plus accrued and unpaid interest.

Secured Promissory Note (November 8th, 2017)

For value received, Petro River Oil Corp., a Delaware corporation (the "Company"), hereby promises to pay to the order of Petro Exploration Funding II, LLC or its registered assigns (the "Holder"), at the address of c/o 20 E 20th Street, New York, New York, NY 10003, the principal sum of $2,500,000 on the dates specified herein, with interest as specified herein.

Helios & Matheson North America Inc. – Secured Promissory Note (November 6th, 2017)

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 [ ] Dollars ($[ ]) 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 November __, 2017 (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 $[ ] (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the "Series B Note"

Helios & Matheson North America Inc. – Secured Promissory Note (November 6th, 2017)

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 [ ] Dollars ($[ ]) 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 November __, 2017 (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 $[ ] (as such note may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the "Series B Note"

Viking Investments Group Inc – 10% SECURED PROMISSORY NOTE DUE OCTOBER 31st, 2018 (September 26th, 2017)

THIS 10% SECURED PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Promissory Notes of Viking Energy Group, Inc. (formerly, Viking Investments Group, Inc.), a Nevada corporation, (the "Company"), having its principal place of business at 1330 Avenue of the Americas, Suite 23 A, New York, NY 10019, designated as its 10% Secured Promissory Note due October 31st, 2018 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes"), subject to the extension rights set out herein.

Quantech Electronics Corp – Phytatech Co, Llc Secured Promissory Note (September 8th, 2017)

FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, PhytaTech CO, LLC, a Colorado limited liability company (the "Issuer"), hereby promises to pay to the order of EVIO, Inc., a Colorado corporation (together with its permitted successors and assigns, the "Holder"), the principal sum of One Million Three Hundred Thousand Dollars ($1,300,000) on the Maturity Date, together with interest as provided herein. This Secured Promissory Note (the "Note") is issued pursuant to that certain Transfer Agreement of even date herewith by and among the Issuer, the Holder and PalliaTech, Inc., a Delaware corporation (the "Agreement"). Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Agreement.

Quantech Electronics Corp – Evio, Inc. Secured Promissory Note (September 8th, 2017)

FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, EVIO, Inc. a Colorado corporation (the "Issuer"), hereby promises to pay to the order of PalliaTech, Inc., a Delaware corporation (together with its permitted successors and assigns, the "Holder"), the principal sum of One Million Dollars ($1,000,000) on the Maturity Date, together with interest as provided herein. This Secured Promissory Note (the "Note") is issued pursuant to that certain Transfer Agreement of even date herewith by and among the Issuer, the Holder and PhytaTech CO, LLC, a Colorado limited liability company (the "Agreement"). Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Agreement.

Cachet Financial Solutions, Inc. – SECURED PROMISSORY NOTE (Principal Sum: Up to $1,500,000) (September 8th, 2017)

FOR VALUE RECEIVED, Digiliti Money, Inc., a Minnesota corporation (the "Payor" or the "Company"), which is a wholly-owned subsidiary of Digiliti Money Group, Inc., a Delaware corporation (the "Guarantor"), both with an address at delFive Business Park G, 18671 Lake Drive East, Minneapolis, MN 55317, agrees to pay to the order of UFT Equities Inc., a Delaware corporation with an address at 75 Broad Street, Suite 2410, New York, NY 10004 (the "Noteholder"; the "Noteholder", the "Company" and the "Guarantor", collectively, the "Parties", or each individually, a "Party"), on the Maturity Date set forth in Paragraph "(A)" of Article "8" of this Secured Promissory Note (the "Note"), unless earlier accelerated in accordance with the terms of this Note, the Principal Sum (as defined in Article "1" of this Note) and accrued and unpaid Interest (as defined in Article "2" of this Note").

Smith Micro Software, Inc. Secured Promissory Note (August 25th, 2017)

FOR VALUE RECEIVED, SMITH MICRO SOFTWARE, INC., a Delaware corporation ("Payor"), promises to pay to the order of NEXT GENERATION TC FBO ANDREW ARNO IRA 1663, or their assigns (collectively, "Holder"), the principal sum of one hundred and seventy-five thousand Dollars $175,000 ("principal") with interest on the outstanding principal amount at the rate of twelve percent (12%) per annum ("interest") (computed by applying a daily rate equal to 1/365 of the per annum rate to the number of actual calendar days elapsed) or, if less, at the highest rate of interest then permitted under applicable law. Interest shall commence with the date hereof and shall continue on the outstanding principal balance until paid in accordance with the provisions hereof.

Amendment to Secured Promissory Note (August 25th, 2017)

This AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of August 18, 2017, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and STEVEN L. ELFMAN AND MONIQUE P. ELFMAN, JT/WROS ("Holder"), and amends that certain Secured Promissory Note, dated June 23, 2017, issued by the Company to Holder in the principal amount of $1,000,000 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

Smith Micro Software, Inc. Secured Promissory Note (August 25th, 2017)

FOR VALUE RECEIVED, SMITH MICRO SOFTWARE, INC., a Delaware corporation ("Payor"), promises to pay to the order of ANDREW ARNO, or their assigns (collectively, "Holder"), the principal sum of seventy-five thousand Dollars $75,000 ("principal") with interest on the outstanding principal amount at the rate of twelve percent (12%) per annum ("interest") (computed by applying a daily rate equal to 1/365 of the per annum rate to the number of actual calendar days elapsed) or, if less, at the highest rate of interest then permitted under applicable law. Interest shall commence with the date hereof and shall continue on the outstanding principal balance until paid in accordance with the provisions hereof.

Smith Micro Software, Inc. Secured Promissory Note (William W. Smith, Jr. And Dieva L. Smith, Jt/Wros) (August 25th, 2017)

FOR VALUE RECEIVED, SMITH MICRO SOFTWARE, INC., a Delaware corporation ("Payor"), promises to pay to the order of WILLIAM W. SMITH, JR. AND DIEVA L. SMITH, JT/WROS, or their assigns (collectively, "Holder"), the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) ("principal") with interest on the outstanding principal amount at the rate of twelve percent (12%) per annum ("interest") (computed by applying a daily rate equal to 1/365 of the per annum rate to the number of actual calendar days elapsed) or, if less, at the highest rate of interest then permitted under applicable law. Interest shall commence with the date hereof and shall continue on the outstanding principal balance until paid in accordance with the provisions hereof.

Bthc X Inc – SECURED PROMISSORY Note (TERM LOAN) (August 23rd, 2017)

FOR VALUE RECEIVED, the undersigned, BTHC X, INC., a Delaware corporation with a principal place of business at Chapel House, 1-3 Chapel Street, Guildford, United Kingdom, GUI 3UH ("BTHC X"), IORA SOFTWARE LIMITED, a company incorporated as a private limited company under the Registrar for Companies for England and Wales with a principal place of business at Chapel House, 1-3 Chapel Street, Guildford, United Kingdom, GUI 3UH ("iOra Software"), IORA, INC., a Delaware corporation with a principal place of business at 45 Summer Street, Taunton, MA 02780 ("Iora" and, together with iOra Software and BTHC X, jointly and severally, "Borrower"), jointly and severally hereby unconditionally promise to pay to the order of MORIAH SOFTWARE MANAGEMENT LP, a Delaware limited partnership with an address at c/o Black Dolphin Capital Management, LLC, One University Plaza, Suite 407, Hackensack, NJ 07601 (together with its successors, transferees and assigns, "Lender"), on or before the Maturity Date, t

Amyris – Secured Promissory Note (August 14th, 2017)

THIS NOTE, AND THE COMPANY'S AND HOLDER'S RIGHTS AND OBLIGATIONS HEREUNDER, IS SUBJECT TO A SUBORDINATION AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF, THE COMPANY, THE CREDITORS PARTY THERETO AND STEGODON CORPORATION, AS AGENT, DATED AS OF THE ISSUE DATE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT WILL CONTROL.

Energy 11, L.P. – First Amendment to Secured Promissory Note (August 11th, 2017)

This FIRST AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment"), dated July 21, 2017, to be effective as of July 31, 2017 (the "Amendment Effective Date"), is by and between Energy 11 Operating Company, LLC, a Delaware limited liability company ("Borrower"), with a mailing address of 5815 N. Western Avenue, Oklahoma City, Oklahoma 73118, and Kaiser-Francis Management Company, L.L.C., as agent on behalf of all Secured Persons under the Mortgage, with a mailing address of 6733 South Yale Avenue, Tulsa, OK 74136 (together with its successors and assigns, collectively, the "Agent").

Adamas Pharmaceuticals Inc – SECURED PROMISSORY NOTE (Initial Tranche Loan) (August 8th, 2017)

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE BORROWER PURSUANT TO THE TERMS OF THE LOAN AGREEMENT. IN ADDITION, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER, WHICH CONSENT SHALL, FOR PURPOSES OF THIS SENTENCE, BE DEEMED TO HAVE BEEN GIVEN UPON THE REQUEST OF THE HOLDER HEREOF.

International Western Petroleum, Inc. – Secured Promissory Note as Amended and Restated (August 7th, 2017)
Quantech Electronics Corp – Signal Bay, Inc. Secured Promissory Note (August 1st, 2017)

FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Signal Bay, Inc., a Colorado corporation (the "Issuer"), hereby promises to pay to the order of PalliaTech, Inc., a Delaware corporation (together with its permitted successors and assigns, the "Holder"), the principal sum of Five Hundred Thousand Dollars ($500,000) on the Maturity Date, together with interest as provided herein. This Secured Promissory Note (the "Note") is issued pursuant to that certain Membership Interest Transfer Agreement dated as of July 26, 2017 by and among the Issuer, the Holder, and Viridis Analytics MA, LLC (the "Agreement"). Capitalized terms used and not otherwise defined herein will have the respective meanings given to such terms in the Agreement.

International Western Petroleum, Inc. – Secured Promissory Note (July 21st, 2017)
Cubescape Inc – Secured Promissory Note (July 12th, 2017)

FOR VALUE RECEIVED, AMERICAN REBEL, INC. a corporation, having an office at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 (hereinafter Maker), promises to pay to the order of HARVEY M. BURSTEIN, his heirs and assigns, having a residence at 13901 Conser Street, Unit 1607, Overland Park, Kansas, 66223 (hereinafter Holder) the principal sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) in lawful money of the United States of America, with all Interest thereon, plus other sums and amounts as defined and specified in this Secured Promissory Note (hereinafter Note).