Secured Subordinated Promissory Note Sample Contracts

Secured Subordinated Promissory Note (May 26th, 2017)

This Note has been executed and delivered by the Maker pursuant to the terms of that certain Equity Purchase Agreement (the Purchase Agreement), dated as of May 25, 2017, by and among the Maker, the Holder and iSystems Intermediate Holdco, Inc.. This Note is the Promissory Note defined in Article I of the Purchase Agreement. Capitalized terms used but not otherwise defined in this Note shall have the meanings ascribed to such terms in the Purchase Agreement.

Secured Subordinated Promissory Note (March 30th, 2016)

This Note has been executed and delivered by the Maker pursuant to the terms of the Stock Purchase Agreement (the "Purchase Agreement"), dated as of March 18, 2016, by and among the Maker, Mangrove Employer Services, Inc., the persons listed on Exhibit A thereto, and Richard S. Cangemi, as Stockholder Representative. This Note is the "Promissory Note" defined in Article I of the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

Secured Subordinated Promissory Note (March 22nd, 2016)

This Note has been executed and delivered by the Maker pursuant to the terms of the Stock Purchase Agreement (the "Purchase Agreement"), dated as of March 18, 2016, by and among the Maker, Mangrove Employer Services, Inc., the persons listed on Exhibit A thereto, and Richard S. Cangemi, as Stockholder Representative. This Note is the "Promissory Note" defined in Article I of the Purchase Agreement. Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.

Contract (August 25th, 2015)

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITY UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

Pedevco Corp. – Amended and Restated Secured Subordinated Promissory Note (February 24th, 2015)

This AMENDED AND RESTATED SECURED SUBORDINATED PROMISSORY NOTE (this "Note") is made and entered into on February 19, 2015, to be effective as of January 1, 2015 (the "Effective Date"), and amends, restates and supersedes in its entirety that certain Amended and Restated Secured Subordinated Promissory Note, dated March 25, 2013, with an effective date of November 1, 2012, as amended by that First Amendment dated July 19, 2013, by Pacific Energy Development Corp., a Nevada corporation ("PEDCO") in favor of MIE Jurassic Energy Corporation (the "Holder"); and such note and all obligations thereunder shall be referred to herein as the "Prior Obligations"). This Amended and Restated Secured Subordinated Promissory Note (this "Note", "Promissory Note" or "Agreement"), evidences Four Million Nine Hundred Twenty Five Thousand U.S. Dollars (the "Principal") owed to the Holder by PEDEVCO Corp. (the "Company") a Texas corporation, and the parent corporation of PEDCO.

Strategic Gaming Investments – Amendment to Amended and Restated Secured Subordinated Promissory Note (January 7th, 2015)

This AMENDMENT TO AMENDED AND RESTATED SECURED SUBORDINATED PROMISSORY NOTE (this Amendment) is entered into as of this 31st day of December, 2014 by and among Quest Solution, Inc., a Delaware corporation (the Debtor) and George Zicman (the Note Holder).

Calpian Inc. – First Amendment to Secured Subordinated Promissory Note (January 7th, 2015)

THIS IS AMENDMENT (the "Amendment") being executed and delivered by and between Calpian Inc., a Texas corporation ("Calpian" or the "Company"), and the lender identified on the signature page hereto ("Lender"), and dated as of December 31, 2014 (the "Amendment Date") in order to amend that certain Secured Subordinated Promissory Note identified on the signature page hereto (the "Subordinated Note" or the "Note").

Strategic Gaming Investments – Amendment to Amended and Restated Secured Subordinated Promissory Note (January 7th, 2015)

This AMENDMENT TO AMENDED AND RESTATED SECURED SUBORDINATED PROMISSORY NOTE (this Amendment) is entered into as of this 31st day of December, 2014 by and among Quest Solution, Inc., a Delaware corporation (the Debtor) and Kurt Thomet (the Note Holder).

Strategic Gaming Investments – Amended and Restated Secured Subordinated Promissory Note (November 28th, 2014)

FOR VALUE RECEIVED, Quest Solution, Inc., a Delaware corporation, (the Company or Debtor), hereby promises to pay to the order of Kurt Thomet, an individual, (together with his successors and assigns, the Note Holder) the principal sum of Five Million Six Hundred Forty Three Thousand Seven Hundred Fifty Eight Dollars ($5,643,758) in lawful money of the United States of America in immediately available funds, with interest on the outstanding principal amount at the rate provided below, with the payment of such principal and interest made in accordance with the instructions of the Note Holder and on the dates provided below. Concurrent with the execution and delivery of this Note, George Zicman and David Marin (collectively, the Other Holders) are entering into similar secured subordinated promissory notes as set forth on Schedule A hereto (the Other Notes). This Note and the Other Notes are secured by a security interest granted to the Note Holder and the Other Holders pursuant to a

Strategic Gaming Investments – Amended and Restated Secured Subordinated Promissory Note (November 28th, 2014)

FOR VALUE RECEIVED, Quest Solution, Inc., a Delaware corporation, (the Company or Debtor), hereby promises to pay to the order of George Zicman, an individual, (together with his successors and assigns, the Note Holder) the principal sum of One Million Nine Hundred Ninety Three Thousand Seven Hundred Fifty Dollars ($1,993,750) in lawful money of the United States of America in immediately available funds, with interest on the outstanding principal amount at the rate provided below, with the payment of such principal and interest made in accordance with the instructions of the Note Holder and on the dates provided below. Concurrent with the execution and delivery of this Note, Kurt Thomet and David Marin (collectively, the Other Holders) are entering into similar secured subordinated promissory notes as set forth on Schedule A hereto (the Other Notes). This Note and the Other Notes are secured by a security interest granted to the Note Holder and the Other Holders pursuant to a secur

Contract (November 4th, 2014)

THIS SECURED SUBORDINATED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT). THIS NOTE HAS NOT BEEN REGISTERED UNDER THE ACT OR ANY STATE SECURITIES LAW, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR THOSE LAWS OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

Beamz Interactive Inc – Beamz Interactive, Inc. Convertible Secured Subordinated Promissory Note (October 24th, 2014)

Beamz Interactive, Inc. a Delaware corporation (the "Company"), the principal office of which is located at 15334 N. 83rd Way, Suite 102, Scottsdale, Arizona 85260, for value received hereby promises to pay to _________________ or its registered assigns ("Holder"), the sum of _________________ Dollars ($_________.00), or such lesser amount as shall then be outstanding hereunder, together with interest from the date of this Convertible Secured Subordinated Promissory Note (this "Note") on the unpaid principal balance at a rate equal to 10.00% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days (the "Initial Interest Rate"); provided, however, in the event that the principal amount of this Note is not paid in full when such amount becomes due and payable hereunder, the interest on this Note shall accrue at the rate equal to the lesser of (a) the Initial Interest Rate plus five percent (5.0%) or (b) the highest rate then permitted by law until such

Eighth Amendment to Convertible Secured Subordinated Note Purchase Agreement and Sixth Amendment to Convertible Secured Subordinated Promissory Notes (June 13th, 2014)

THIS EIGHTH AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT AND SIXTH AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED PROMISSORY NOTES (this "Amendment"), effective as of June 9, 2014, is made and entered into by and among MobileSmith, Inc., a Delaware corporation (the "Company"), the undersigned holders (the "Holders", and each individually, a "Holder") of the Convertible Secured Subordinated Promissory Notes (the "Notes") issued by the Company from time to time pursuant to that certain Convertible Secured Subordinated Note Purchase Agreement, dated November 14, 2007 (as amended through the date hereof, the "Note Purchase Agreement"), among the Company and the Holders. Capitalized terms used but not defined herein have the meanings assigned to them in the Note Purchase Agreement.

Pedevco Corp. – Amended and Restated Secured Subordinated Promissory Note (March 31st, 2014)

This AMENDED AND RESTATED SECURED SUBORDINATED PROMISSORY NOTE (this "Note") is made this March 25, 2013, and amends and restates in its entirety that certain Secured Subordinated Promissory Note, dated February 14, 2013, with an effective date of November 1, 2012 (the "Effective Date"), by Pacific Energy Development Corp., a Nevada corporation (the "Borrower") in favor of MIE Jurassic Energy Corporation (the "Holder"). Pursuant to the terms and conditions of this Note, the Holder shall, from time to time and at the request of the Borrower, make cash advances to the Borrower in order to fund fees and expenses allocable to Borrower as:

Pedevco Corp. – First Amendment to Amended and Restated Secured Subordinated Promissory Note (July 15th, 2013)

This FIRST AMENDMENT TO AMENDED AND RESTATED SECURED SUBORDINATED PROMISSORY NOTE (this "Note") is made this July 9, 2013, and amends and restates in its entirety that certain Amended and Restated Secured Subordinated Promissory Note, dated March 25, 2013, with an effective date of November 1, 2012 (the "Effective Date"), by Pacific Energy Development Corp., a Nevada corporation (the "Borrower") in favor of MIE Jurassic Energy Corporation (the "Holder"). Pursuant to the terms and conditions of this Note, the Holder shall, from time to time and at the request of the Borrower, make cash advances to the Borrower in order to fund fees and expenses allocable to Borrower as:

Secured Subordinated Promissory Note (July 8th, 2013)

FOR VALUE RECEIVED, the undersigned GEORGETOWN HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (the Borrower), promises to pay to the order of WINYAH NURSING HOME, LLC, a South Carolina limited liability company (Lender), the principal sum of ONE MILLION EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,850,000.00) (the Principal).

Sixth Amendment and Agreement to Join as a Party to Convertible Secured Subordinated Note Purchase Agreement, Fourth Amendment to Convertible Secured Subordinated Promissory Notes and Fifth Amendment and Agreement to Join as a Party to Registration Rights Agreement (July 2nd, 2013)

THIS SIXTH AMENDMENT AND AGREEMENT TO JOIN AS A PARTY TO CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT, FOURTH AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED PROMISSORY NOTES AND FIFTH AMENDMENT AND AGREEMENT TO JOIN AS A PARTY TO REGISTRATION RIGHTS AGREEMENT (this "Amendment"), effective as of June 26, 2013, is made and entered into by and among Smart Online, Inc., a Delaware corporation (the "Company"), the undersigned holders (the "Holders", and each individually, a "Holder") of the Convertible Secured Subordinated Promissory Notes (the "Notes") issued by the Company from time to time pursuant to that certain Convertible Secured Subordinated Note Purchase Agreement, dated November 14, 2007 (as amended through the date hereof, the "Note Purchase Agreement"), among the Company and the Holders, and the additional purchaser of the Notes (the "New Investor"). Capitalized terms used but not defined herein have the meanings assigned to them in the Note Purchase Agreement.

Beamz Interactive Inc – Beamz Interactive, Inc. Convertible Secured Subordinated Promissory Note (May 15th, 2013)

Beamz Interactive, Inc. a Delaware corporation (the "Company"), the principal office of which is located at 15334 N. 83rd Way, Suite 102, Scottsdale, Arizona 85260, for value received hereby promises to pay to _________________ or its registered assigns ("Holder"), the sum of _________________ Dollars ($_________.00), or such lesser amount as shall then be outstanding hereunder, together with interest from the date of this Convertible Secured Subordinated Promissory Note (this "Note") on the unpaid principal balance at a rate equal to 10.00% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days (the "Initial Interest Rate"); provided, however, in the event that the principal amount of this Note is not paid in full when such amount becomes due and payable hereunder, the interest on this Note shall accrue at the rate equal to the lesser of (a) the Initial Interest Rate plus five percent (5.0%) or (b) the highest rate then permitted by law until such

Pedevco Corp. – Amended and Restated Secured Subordinated Promissory Note (March 26th, 2013)

This AMENDED AND RESTATED SECURED SUBORDINATED PROMISSORY NOTE (this "Note") is made this March 25, 2013, and amends and restates in its entirety that certain Secured Subordinated Promissory Note, dated February 14, 2013, with an effective date of November 1, 2012 (the "Effective Date"), by Pacific Energy Development Corp., a Nevada corporation (the "Borrower") in favor of MIE Jurassic Energy Corporation (the "Holder"). Pursuant to the terms and conditions of this Note, the Holder shall, from time to time and at the request of the Borrower, make cash advances to the Borrower in order to fund fees and expenses allocable to Borrower as:

Pedevco Corp. – Secured Subordinated Promissory Note (February 19th, 2013)

This SECURED SUBORDINATED PROMISSORY NOTE (this "Note") is made this February 14, 2013, with an effective date of November 1, 2012 (the "Effective Date"), by Pacific Energy Development Corp., a Nevada corporation (the "Borrower") in favor of MIE Jurassic Energy Corporation (the "Holder"). Pursuant to the terms and conditions of this Note, the Holder shall, from time to time and at the request of the Borrower, make cash advances to the Borrower in order to fund fees and expenses allocable to Borrower as:

Red Mountain Resources, Inc. 8-K (February 11th, 2013)

THIS NOTE IS SUBJECT TO THAT CERTAIN SUBORDINATION AGREEMENT DATED FEBRUARY 6, 2013 BETWEEN RED MOUNTAIN RESOURCES, INC., HYMAN BELZBERG, WILLIAM BELZBERG, CADDO MANAGEMENT, INC. AND INDEPENDENT BANK.

Amendment No. 1 to Secured Subordinated Promissory Note (November 19th, 2012)

Amendment No. 1 to Secured Subordinated Convertible Promissory Note (this "Amendment"), dated as of November 13, 2012, between Bluefly, Inc., a Delaware corporation ("Company"), and Rho Ventures VI, L.P., a Delaware limited partnership ("Payee").

Amendment No. 1 to Secured Subordinated Promissory Note (November 19th, 2012)

Amendment No. 1 to Secured Subordinated Promissory Note (this "Amendment"), dated as of November 13, 2012, between Bluefly, Inc., a Delaware corporation ("Company"), and Prentice Consumer Partners, LP, a Delaware limited partnership ("Payee").

Calpian Inc. – Contract (August 10th, 2012)

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED.

MB Software – Contract (July 19th, 2012)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR BORROWER SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Contract (August 15th, 2011)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMERCETEL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract (April 11th, 2011)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMMERCETEL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Calpian Inc. – Calpian, Inc. Secured Subordinated Promissory Note (January 6th, 2011)

This Secured Subordinated Promissory Note (the Note) is executed and delivered in connection with that certain Note and Warrant Purchase Agreement by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented), of even date herewith, attached hereto and incorporated herein by reference (the Note and Warrant Purchase Agreement), and is one of a series of secured subordinated promissory notes that may be issued by the Company to multiple lenders participating in the Notes Offering, as defined in the Note and Warrant Purchase Agreement.

Calpian Inc. – Calpian, Inc. Secured Subordinated Promissory Note (January 6th, 2011)

This Secured Subordinated Promissory Note (the Note) is executed and delivered in connection with that certain Note and Warrant Purchase Agreement by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented), of even date herewith, attached hereto and incorporated herein by reference (the Note and Warrant Purchase Agreement), and is one of a series of secured subordinated promissory notes that may be issued by the Company to multiple lenders participating in the Notes Offering, as defined in the Note and Warrant Purchase Agreement.

P & F Industries, Inc. – Contract (October 29th, 2010)

THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 25, 2010, BETWEEN MARC SCHORR, AS THE SUBORDINATED CREDITOR, AND CAPITAL ONE LEVERAGE FINANCE CORPORATION, AS SENIOR AGENT FOR ALL SENIOR LENDERS.

P & F Industries, Inc. – Contract (October 29th, 2010)

THIS INSTRUMENT IS SUBJECT TO THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF OCTOBER 25, 2010, BETWEEN RICHARD A. HOROWITZ, AS THE SUBORDINATED CREDITOR, AND CAPITAL ONE LEVERAGE FINANCE CORPORATION, AS SENIOR AGENT FOR ALL SENIOR LENDERS.

P & F Industries, Inc. – Contract (April 27th, 2010)

THIS NOTE HAS BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT). THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

P & F Industries, Inc. – Contract (April 27th, 2010)

THIS NOTE HAS BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT). THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Xedar Corp – Contract (March 27th, 2009)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS NOT A "REGISTERED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE MAKER.

Znomics Inc – Secured Subordinated Promissory Note (March 19th, 2009)

THIS SECURED SUBORDINATED PROMISSORY NOTE (this "Note"), originally issued as of March 18, 2009, is executed by ZNOMICS, INC., a Nevada corporation ("Maker") and Wilson Sonsini Goodrich & Rosati, P.C. ("WSGR").