Secured Promissory Note Sample Contracts

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

Alpine 4 Automotive Technologies Ltd. – Secured Promissory Note (April 9th, 2018)

This Note has been executed and delivered pursuant to and in accordance with the terms and conditions of the Stock Purchase Agreement (the "Purchase Agreement"), of even or near date herewith, as well as a Security Agreement (the "Security Agreement") of even or near date herewith, by and among Maker, the Holder, and Alpine 4 Technologies, Ltd. ("ALPINE 4") and is subject to the terms and conditions of the Purchase Agreement, which are, by this reference, incorporated herein and made a part hereof. The Maker has issued another Note pursuant to the Purchase Agreement to Mr. Clarence Carl Davis, Jr, with terms similar to those of this Note. Capitalized terms used in this Note without definition shall have the respective meanings set forth in the Purchase Agreement.

Real Goods Solar – Secured Promissory Note (April 2nd, 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]) 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 _____ __, 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 $[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 "Series B Note"),

Second Amendment to Secured Promissory Note (March 30th, 2018)

This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of March 5, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and WILLIAM W. SMITH, JR. AND DIEVA L. SMITH, JT/WROS ("Holder"), and amends that certain Secured Promissory Note, dated June 26, 2017, issued by the Company to Holder in the principal amount of $1,000,000, as amended by that certain Amendment to Secured Promissory Note dated January 30, 2018 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

Second Amendment to Secured Promissory Note (March 30th, 2018)

This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of March 5, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and ANDREW ARNO ("Holder"), and amends that certain Secured Promissory Note, dated August 24, 2017, issued by the Company to Holder in the principal amount of $75,000, under which $25,000 currently remains outstanding, as amended by that certain Amendment to Secured Promissory Note dated January 30, 2018 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

Nephros, Inc. – Secured Promissory Note (Single Advance - Non-Revolving) (March 30th, 2018)

FOR VALUE RECEIVED, NEPHROS, INC., a Delaware corporation ("Borrower"), promises to pay to TECH CAPITAL, LLC, a California limited liability company ("Lender"), or order, at Lender's place of business at 2010 North First Street, Suite 300, San Jose, California 95131, or at such other place as may be designated in writing to Borrower by the holder of this Secured Promissory Note (this "Note"), the principal sum of One Million One Hundred Eighty-Seven Thousand and 00/100 Dollars ($1,187,000.00) (as such amount shall change from time to time, the "Loan Amount"), which shall be subject to and disbursed under the additional terms and conditions of that certain Loan and Security Agreement dated August 16, 2017 and all of the riders and amendments thereto by and between Borrower and Lender (the "Loan Agreement"), together with interest from the date of the Advance (as defined below) on the unpaid principal balance at a rate (the "Rate") of eight percent (8.00%) per annum. Upon the occurrence

Second Amendment to Secured Promissory Note (March 30th, 2018)

This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of March 5, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and NEXT GENERATION TC FBO ANDREW ARNO IRA 1663 ("Holder"), and amends that certain Secured Promissory Note, dated August 24, 2017, issued by the Company to Holder in the principal amount of $175,000, as amended by that certain Amendment to Secured Promissory Note dated January 30, 2018 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

UA Granite Corp – Secured Promissory Note (March 13th, 2018)

This Secured Promissory Note (this "Note") is the Note referred to in and is executed and delivered in connection with that certain Binding Letter of Intent (the "LOI") dated as of March 7, 2018, between Borrower and Lender. This Note is secured pursuant to the terms and conditions set forth in that certain Security Agreement dated as of even date herewith and executed and delivered by Borrower in favor of Lender (as the same may from time to time be amended, modified, supplemented or restated, the "Security Agreement"), a copy of which is attached hereto as Exhibit A. Additional rights of Lender are set forth in the Security Agreement. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Security Agreement.

Secured Promissory Note (March 9th, 2018)

FOR VALUE RECEIVED, HOWARD BOUCH a, ("Maker"), promises to pay KEN LIEBSCHER ("Holder"), in lawful money of the United States, the principal sum of Twenty Thousand Dollars ($20,000.00), plus interest thereon (the "Promissory Note") from the date of issuance until paid in full, as set forth below.

Adamas Pharmaceuticals Inc – SECURED PROMISSORY NOTE (Subsequent Tranche Loan) (February 22nd, 2018)

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.

Longfin Corp – Secured Promissory Note (February 14th, 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 FORTY TWO MILLION, SIX HUNDRED AND FOUR THOUSAND, FIFTY EIGHT DOLLARS AND EIGHTY TWO CENTS ($42,604,058.82) 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 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") 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 $42,604,058.82 (as such note may be amended, modified, supplemented, extended, renewed, rest

Vos International – Secured Promissory Note (February 1st, 2018)

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Eclipse Marketing LLC, a Delaware limited liability company (the "Maker"), hereby unconditionally promises to pay to the order of SpendSmart Networks, Inc., a Delaware corporation (the "Noteholder", and together with the Maker, the "Parties"), the principal amount of $750,000 (the "Debt"), together with all accrued interest thereon, as provided in this Secured Promissory Note (the "Note", as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

Hispanica International Delights Of America, Inc. – Agreement to Amend Certain Secured Promissory Notes (February 1st, 2018)

This Agreement to Amend Certain Secured Promissory Notes ("Agreement") is made and entered into as of January 26, 2018, and shall amend certain Secured Promissory Notes dated September 25, 2017 in the principal amount of $650,000, and dated November 3, 2017 in the principal amount of $175,000 (together, the "Notes"), which Notes were issued by Hispanica International Delights of America, Inc., a Delaware corporation, to Shircoo, Inc. (the "Holder").

Amendment to Secured Promissory Note (January 31st, 2018)

This AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and ANDREW ARNO ("Holder"), and amends that certain Secured Promissory Note, dated August 24, 2017, issued by the Company to Holder in the original principal amount of $75,000, but with a current outstanding principal amount of $25,000 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

Amendment to Secured Promissory Note (January 31st, 2018)

This AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and WILLIAM W. SMITH, JR. AND DIEVA L. SMITH, JT/WROS ("Holder"), and amends that certain Secured Promissory Note, dated June 26, 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.

Amendment to Secured Promissory Note (January 31st, 2018)

This AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of January 30, 2018, by and between Smith Micro Software, Inc., a Delaware corporation (the "Company"), and NEXT GENERATION TC FBO ANDREW ARNO IRA 1663 ("Holder"), and amends that certain Secured Promissory Note, dated August 24, 2017, issued by the Company to Holder in the principal amount of $175,000 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

Second Amendment to Secured Promissory Note (January 31st, 2018)

This SECOND AMENDMENT TO SECURED PROMISSORY NOTE (this "Amendment") is made as of January 30, 2018, 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, as amended by that certain Amendment to Secured Promissory Note dated August 18, 2017 (the "Note"). Capitalized terms that are not otherwise defined in this Amendment have the meanings given to such terms in the Note.

Longfin Corp – Secured Promissory Note (January 23rd, 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 FORTY TWO MILLION, SIX HUNDRED AND FOUR THOUSAND, FIFTY EIGHT DOLLARS AND EIGHTY TWO CENTS ($42,604,058.82) 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 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") 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 $42,604,058.82 (as such note may be amended, modified, supplemented, extended, renewed, re

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.