Senior Promissory Note Sample Contracts

Machine Talker – Senior Promissory Note (April 27th, 2018)

This Note is being executed pursuant to the terms of the Loan Agreement and is the Note described therein. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. In the event of any irreconcilable conflict between the provisions of the Loan Agreement and this Note, then the provisions of the Loan Agreement shall govern and control. Any Event of Default under the Loan Agreement shall constitute a default under this Note.

Endra Inc. – Endra, Inc. Senior Promissory Note (November 21st, 2016)

FOR VALUE RECEIVED, Endra, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of the ____________________ ("Holder"), or his registered assigns, the aggregate principal amount of ___________________ (US $____________) together with interest thereon calculated from the Issuance Date ("Interest Commencement Date") in accordance with the provisions of this Senior Promissory Note (as amended, modified and supplemented from time to time, this "Note").

Knight Knox Development Corp. – Senior Promissory Note (November 18th, 2016)

FOR VALUE RECEIVED, the undersigned, Knight Knox Development Corp, a Nevada Corporation with an address at Kemp House, City Road London, England EC1V 2NX ("Maker"), unconditionally promises to pay to the order of Malibu Investments Limited. with an address at 28 Lower Leeson Street, Dublin 2 ("Holder"),or at such other place as may be designated in writing by the Holder, principal in the amount of $30,000.00 US dollars ($30,000.00), together with interest on the unpaid principal balance at the rate of ten percent (10%) per annum, said interest to accrue from the date hereof until the Maturity Date, and thereafter said interest will accrue at the Default Interest Rate (as provided herein) on any amounts not paid when due.

Endra Inc. – Endra, Inc. Senior Promissory Note (September 21st, 2016)

FOR VALUE RECEIVED, Endra, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of the ____________________ ("Holder"), or his registered assigns, the aggregate principal amount of ___________________ (US $____________) together with interest thereon calculated from the Issuance Date ("Interest Commencement Date") in accordance with the provisions of this Senior Promissory Note (as amended, modified and supplemented from time to time, this "Note").

Senior Promissory Note (August 15th, 2016)

For value received, Catasys, Inc., a Delaware corporation ("Borrower"), hereby promises to pay to the order of [______________], or its successors or assigns ("Holder"), located at [ADDRESS], the principal sum of (the "Principal Amount"), plus interest at the applicable Interest Rate (as defined in paragraph 2 hereof) on the unpaid Principal Amount hereof, pursuant to the terms of this Senior Promissory Note (the "Note").

Endra Inc. – Endra, Inc. Senior Promissory Note (August 9th, 2016)

FOR VALUE RECEIVED, Endra, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of the ____________________ ("Holder"), or his registered assigns, the aggregate principal amount of ___________________ (US $____________) together with interest thereon calculated from the Issuance Date ("Interest Commencement Date") in accordance with the provisions of this Senior Promissory Note (as amended, modified and supplemented from time to time, this "Note").

Loton, Corp – Amended and Restated Senior Promissory Note (July 19th, 2016)

This Note amends and restates in its entirety that certain Senior Promissory Note dated April 8, 2015 (the "Original Note") made payable to Lender in the original principal amount of $195,500 (and previously amended to up to $2,000,000) and evidences loans or Advances made by Lender to Borrower from time to time under the Original Note, as amended and restated by this Note. This Note does not constitute a satisfaction, release, termination, novation or discharge of the Original Note but is a modification (and, as modified, a continuation) of the Original Note.

BeiGene, Ltd. – Senior Promissory Note (October 16th, 2015)

This Senior Note is issued by the Borrower pursuant to the Note Purchase Agreement dated as of January 14, 2011 (the Purchase Agreement), entered into by and among the Borrower, the Lender and the Founder, and is subject to, and the Borrower and the Lender shall be bound by, all the terms, conditions and provisions of the Purchase Agreement. In the event that the Borrower proposes to incur any senior indebtedness to a Commercial Lender (as defined below) (the Senior Lender) in an amount in excess of the then outstanding principal amount of this Senior Note, the Lender hereby agrees to do any and all reasonable acts and things to effectuate the subordination of this Senior Note to the prior payment in full of such senior indebtedness, including, without limitation, executing and delivering any reasonable form of subordination agreement or other documents requested by the Senior Lender. Unless earlier repaid pursuant to the terms hereof, this Senior Note shall become due and payable on

Loton, Corp – Amended and Restated Senior Promissory Note (July 14th, 2015)

This Note amends and restates in its entirety that certain Senior Promissory Note dated April 8, 2015 (the "Original Note") made payable to Lender in the original principal amount of $195,500 and evidences loans or Advances made by Lender to Borrower from time to time under the Original Note, as amended and restated by this Note. This Note does not constitute a satisfaction, release, termination, novation or discharge of the Original Note but is a modification (and, as modified, a continuation) of the Original Note.

Mariposa Health, Inc. – Senior Promissory Note (June 25th, 2015)

For value received, Mariposa Health, Inc., a Delaware corporation and Mariposa Health Limited, an Australian corporation ("Makers") hereby, jointly and severally, promise to pay to the order of PTS, Inc. or its assigns (the "Holder"), upon the earlier of (i) no later than October 15, 2015 ("Maturity"), or (ii) an Event of Default (as defined below), the principal amount of US$500,000.00, or such amount advanced or outstanding hereunder, plus interest in arrears from and including the date hereof on the principal balance from time to time outstanding, at a rate per annum equal to ten percent (10%). This Senior Promissory Note (this "Note") may be prepaid in whole or in part. This Note shall be senior to all other debt of the Makers. Interest shall be calculated on the basis of actual number of days elapsed over a year of 365 days. Notwithstanding any other provision of this Note, the Holder does not intend to charge, and the Makers shall not be required to pay, any interest or other fee

General Maritime Corp – Senior Promissory Note (June 8th, 2015)

FOR VALUE RECEIVED, General Maritime Corporation, a Marshall Islands corporation (Parent), General Maritime Subsidiary Corporation, a Marshall Islands corporation (GMR Sub) and General Maritime Subsidiary II Corporation (GMR Sub II and, together with Parent and GMR Sub, each a Borrower and, collectively, the Borrowers), hereby promises to pay to OCM Marine Holdings TP, L.P. (the Initial Lender) or its permitted assigns (together with the Initial Lender, each a Lender and, collectively, the Lenders) on the Maturity Date, the principal sum of nine million three hundred forty one thousand six hundred fifty six dollars ($9,341,656.00) or such lesser principal amount thereof as may remain outstanding in lawful money of the United States of America in immediately available funds, and to pay interest from the date of issuance of this Note on the principal amount hereof from time to time outstanding, in like funds, at a rate or rates per annum and payable on such dates as determined pursuant t

Loton, Corp – Senior Promissory Note (February 17th, 2015)

FOR VALUE RECEIVED, Loton, Corp., a Nevada corporation ("Borrower"), promises to pay to the order of ("Lender"), the principal sum of Two Hundred and Forty-Two Thousand, Four Hundred and Ninety-Eight Dollars ($242,498), pursuant to the terms of this Senior Promissory Note (this "Note"), plus interest at the applicable Note Rate (as defined in paragraph 2) from the date hereof until the date such amounts are repaid by Borrower in full.

Loton, Corp – Amended and Restated Senior Promissory Note (February 17th, 2015)

This Note amends and restates in its entirety that certain Senior Convertible Promissory Note dated December 31, 2014, which was previously amended pursuant to that certain Amendment No. 1 to the Senior Convertible Promissory Note dated January 27, 2015 (and effective December 31, 2014) (collectively, the "Original Note"). This Note does not constitute a satisfaction, release, termination, novation or discharge of the Original Note. This Note is effective December 31, 2014 (the "Effective Date").

Loton, Corp – Senior Promissory Note (April 30th, 2014)

OBAR Camden Holdings Limited, a private company registered in England and Wales under company number 08763877 and OBAR Camden Limited, a private company registered in England and Wales under company number 04962866, jointly and severally, for value received (collectively, "Promisors") promise to pay to JJAT Corp, a Delaware corporation ("Payee") the principal amount of US$1,376,124 ("Principal Amount") representing certain transaction expenses by Payee incurred in connection with various transactions involving Promisors for which JJAT is entitled to reimbursement as provided by that certain Shareholders' Agreement dated 12 February 2014, between, amongst others, the Promisors and the Payee (Transaction Expenses). The due date of this promissory note shall be eighteen months from the date hereof ("Due Date").

Contract (October 7th, 2013)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS NOTE, ANY SECURITIES IT MAY BE CONVERTED INTO AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Contract (October 7th, 2013)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS NOTE, ANY SECURITIES IT MAY BE CONVERTED INTO AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Contract (August 5th, 2013)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS NOTE, ANY SECURITIES IT MAY BE CONVERTED INTO AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE LENDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.

Waiver and Amendment #1 to Senior Promissory Note (August 5th, 2013)

This WAIVER AND AMENDMENT #1 TO SENIOR PROMISSORY NOTE (the "Agreement") is entered into as of February 14, 2013 (the "Effective Date"), by and among the undersigned noteholder who holds a Senior Promissory Note (as defined in the Recitals below) that was issued on December 20, 2011 ("Noteholder"), and WOWIO, In., a Texas corporation (the "Company"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Senior Promissory Note.

eDiets.com – Contract (February 14th, 2013)

THIS NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

eDiets.com – Amendment to Senior Promissory Note (November 21st, 2012)

This Amendment to Senior Promissory Note (the Amendment) is entered into as of November 16, 2012 by and between eDiets.com, Inc., a Delaware corporation (Maker), and As Seen On TV, Inc., a Florida corporation (Holder).

eDiets.com – Contract (November 21st, 2012)

THIS NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Riverdale Mining Inc. – Riverdale Mining Inc. Senior Promissory Note (November 7th, 2012)
As Seen On TV, Inc. – Contract (September 13th, 2012)

THIS NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

eDiets.com – Contract (September 11th, 2012)

THIS NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

Skinny Nutritional – Amendment to Senior Promissory Note (July 5th, 2012)

This Amendment to the Senior Promissory Note (the "Amendment"), by and between SKINNY NUTRITIONAL CORP., a Nevada corporation (the "Company"), and United Corporate Funding, Inc. (hereinafter together with any holder hereof, called "Lender" or "Holder"), is entered into and shall be effective as of the 28th day of June, 2012.

Skinny Nutritional – Amendment to Senior Promissory Note (July 5th, 2012)

This Amendment to the Senior Promissory Note (the "Amendment"), by and between SKINNY NUTRITIONAL CORP., a Nevada corporation (the "Company"), and MICHAEL SALAMAN, (hereinafter together with any holder hereof, called "Lender" or "Holder") is entered into and shall be effective as of the 28th day of June, 2012.

Skinny Nutritional – Senior Promissory Note (June 13th, 2012)

FOR VALUE RECEIVED, the undersigned Skinny Nutritional Corporation (hereinafter called the "Borrower" or "Maker") does hereby covenant and promise to pay to the order of MICHAEL SALAMAN, (hereinafter together with any holder hereof, called "Lender" or "Holder") at Three Bala Plaza East, Suite 101, Bala Cynwyd, PA, 19004, or at such other place as the Lender may designate to the Borrower in writing from time to time, in legal tender of the United States, the Principal Sum of Fifty Thousand and 00/100 DOLLARS ($50,000.00) (the "Loan") together with interest at the Interest Rate on the unpaid balance of the Principal Amount.

Riverdale Mining Inc. – RIVERDALE MINING INC. SENIOR PROMISSORY NOTE **$5,000.00 (Five Thousand Dollars)** (February 6th, 2012)
Riverdale Mining Inc. – RIVERDALE MINING INC. SENIOR PROMISSORY NOTE **$2,000.00 (Two Thousand Dollars)** (November 14th, 2011)
Protext Mobility – Senior Promissory Note (October 21st, 2011)

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Protext Mobility – Senior Promissory Note (October 21st, 2011)

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Protext Mobility – Senior Promissory Note (October 21st, 2011)

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Protext Mobility – Senior Promissory Note (October 21st, 2011)

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Protext Mobility – Senior Promissory Note (October 21st, 2011)

NEITHER THIS SENIOR PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES, OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

Aden Solutions Inc. – ADEN SOLUTIONS INC. SENIOR PROMISSORY NOTE **$25,000 (Twenty-Five Thousand Dollars)** (August 3rd, 2011)

its property. Upon any such default, the Borrower shall immediately notify the Lender, and upon notice to the Borrower, the Lender may declare the Principal of the Note, plus accrued Interest, to be immediately due and payable, upon which such Principal and accrued Interest shall become due and payable immediately. Interest upon default shall thereafter accrue at the rate of 15% per annum, calculated based on a year of 365 days and actual days elapsed from the date of such default.