Senior Unsecured Promissory Note Sample Contracts

Torchlight Energy Resources Inc – 12% 2020-A SENIOR UNSECURED PROMISSORY NOTE OF TORCHLIGHT ENERGY RESOURCES, INC. (March 16th, 2018)

FOR VALUE RECEIVED, TORCHLIGHT ENERGY RESOURCES, INC., a Nevada corporation with its principal office located at 5700 Plano Parkway, Ste. 3600, Plano, Texas 75093 (the “Company” or “Debtor”), unconditionally promises to pay to David A. Straz, Jr Revocable Trust of 1986 whose address is XXXXXXXXXXXXXXXXXXXXXX, or the registered assignee, upon presentation of this 12% 2020-A Senior Unsecured Promissory Note (the “Note”) by the registered holder hereof (the “Registered Holder” or “Holder”) at the office of the Company, the principal amount of $4,500,000 (“Principal Amount”), together with the accrued and unpaid interest thereon and other sums as hereinafter provided, subject to the terms and conditions as set forth below. The effective date of execution and issuance of this Note is February 6, 2018 (“Original Issue Date”).

Torchlight Energy Resources Inc – 12% 2020 SENIOR UNSECURED PROMISSORY NOTE OF TORCHLIGHT ENERGY RESOURCES, INC. (May 12th, 2017)

FOR VALUE RECEIVED, TORCHLIGHT ENERGY RESOURCES, INC., a Nevada corporation with its principal office located at 5700 Plano Parkway, Ste. 3600, Plano, Texas 75093 (the “Company” or “Debtor”), unconditionally promises to pay to ___________ whose address is ______________________________________________________, or the registered assignee, upon presentation of this 12% 2020 Senior Unsecured Promissory Note (the “Note”) by the registered holder hereof (the “Registered Holder” or “Holder”) at the office of the Company, the principal amount of $__________ (“Principal Amount”), together with the accrued and unpaid interest thereon and other sums as hereinafter provided, subject to the terms and conditions as set forth below. The effective date of execution and issuance of this Note is _______, 2017 (“Original Issue Date”).

Rightside Group, Ltd. – AMENDMENT NO. 4 OF SENIOR UNSECURED PROMISSORY NOTE (February 4th, 2016)

THIS AMENDMENT NO. 4 (this “Amendment”) to the Senior Unsecured Promissory Note dated October 17, 2014, as amended, (the "Note") is dated effective as of January 29, 2016 (the “Effective Date”), by and between Namecheap, Inc. (“Namecheap”), and Rightside Group, Ltd. (“Rightside”).  Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Note.

RCS Capital Corp – forbearance agreement to SENIOR UNSECURED PROMISSORY NOTES (January 6th, 2016)

This FORBEARANCE AGREEMENT TO SENIOR UNSECURED PROMISSORY NOTES (this “Agreement”), dated as of December 31, 2015, is entered into by and among RCS Capital Corporation, a Delaware corporation (the “Issuer”), and the holders of those certain Senior Unsecured Promissory Notes, each dated November 9, 2015, for the aggregate principal amount of $15 million (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Notes”).

Rightside Group, Ltd. – AMENDMENT NO. 3 OF SENIOR UNSECURED PROMISSORY NOTE (November 10th, 2015)

THIS AMENDMENT NO. 3 (this “Amendment”) to the Senior Unsecured Promissory Note dated October 17, 2014, as amended (the "Note") is dated effective as of August 1, 2015, by and between Namecheap, Inc. (“Namecheap”), and Rightside Group, Ltd. (“Rightside”).  Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Note.

RCS Capital Corp – RCS Capital Provides Business Update Completes $27 Million Issuance of New Senior Unsecured Promissory Notes to Provide Incremental Liquidity; $12 Million Issued to Affiliates of AR Capital, $15 Million Issued to Affiliates of Luxor Capital Group Company and its Lenders Agree to Certain Modifications to the Credit Facilities Company Agrees to Sell Hatteras Liquid Alternatives Platform to the Hatteras Funds Management Group Company Announces Changes to Board of Directors; Luxor’s Michael Conboy Joins Board and Executive Committee; Apollo’s Marc Rowan and Anthony Civale Resign Independent Board (November 9th, 2015)

New York, New York, November 9, 2015 – RCS Capital Corporation (NYSE: RCAP) (“RCS Capital” or the “Company”) today provided the following update as the Company continues to execute on its plan to rationalize its capital structure, increase financial flexibility and position the Company for long-term growth.

Rightside Group, Ltd. – AMENDMENT NO. 2 OF SENIOR UNSECURED PROMISSORY NOTE (July 2nd, 2015)

THIS AMENDMENT NO. 2 (this “Amendment”) to the Senior Unsecured Promissory Note dated October 17, 2014, as amended (the "Note") is dated effective as of July 1, 2015, by and between Namecheap, Inc. (“Namecheap”), and Rightside Group, Ltd. (“Rightside”).  Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Note.

Rightside Group, Ltd. – AMENDMENT OF SENIOR UNSECURED PROMISSORY NOTE AND AMENDED AND RESTATED LETTER OF AGREEMENT (March 23rd, 2015)

THIS AMENDMENT (this “Amendment”) to the Senior Unsecured Promissory Note dated October 17, 2014 (the "Note") and the Amended and Restated Letter of Agreement dated December 23, 2013, as amended (the “Agreement”) is dated effective as of December 31, 2014, by and between Namecheap, Inc. (“Namecheap”), Rightside Group, Ltd. (“Rightside") and eNom, Incorporated (“eNom”).  Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Note.

Dakota Plains Holdings, Inc. – WWW . DAKOTAPLAINS . COM NYSE MKT: DAKP B UYOUT OF J OINT V ENTURES T O C ONTROL O UR F UTURE D ECEMBER 8, 2014 F ORWARD L OOKING S TATEMENTS Statements made by representatives of Dakota Plains Holdings, Inc . (“Dakota Plains” or the “Company”) during the course of this presentation that are not historical facts, are forward - looking statements . These statements are based on certain assumptions and expectations made by the Company which reflect management’s experience, estimates and perception of historical trends, current conditions, anticipated future developments and other factors believe (December 8th, 2014)
Armada Oil, Inc. – FORM OF AMENDMENT TO 9.625% SENIOR UNSECURED PROMISSORY NOTE OF ARMADA OIL, INC., DATED MARCH 29, 2013, ISSUED TO ___________ (May 22nd, 2014)

This Amendment (this “Amendment”) to 9.625% Senior Unsecured Promissory Note of Armada Oil, Inc., dated March 29, 2013 (the “Note”), is entered into as of the ____ day of May 2014, by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and the holder of the Note.  Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meaning given to them in the Note.

Armada Oil, Inc. – FORM OF AMENDMENT TO WARRANT, ISSUED IN CONNECTION WITH THE 9.625% SENIOR UNSECURED PROMISSORY NOTE OF ARMADA OIL, INC., DATED MARCH 29, 2013, ISSUED TO __________ (May 22nd, 2014)

This Amendment (this “Amendment”) to Warrant, issued in connection with the 9.625% Senior Unsecured Promissory Note of Armada Oil, Inc., dated March 29, 2013 (the “Note”), issued to the undersigned on March 29, 2013 (the “Warrant”), is entered into as of the ____day of May 2014, by and between Armada Oil, Inc., a Nevada corporation (the “Company”), and the holder of the Warrant.  Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meaning given to them in the Warrant.

Goldrich Mining Co – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2014)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR O

Chaus Bernard Inc – SENIOR UNSECURED PROMISSORY NOTE (February 1st, 2012)

This Note, and that certain promissory note in the principal amount of $2,000,000.00 made by the Companies in favor of the Holder as of the date hereof (the “Second Note”), are made pursuant to that certain Debt Restructuring Agreement (the “Debt Restructuring Agreement”), dated as of the date hereof, by and among the Companies and the Holder, to convert the Trade Debt (as defined therein) on account of purchase of goods owing by the Companies to the Holder into this Note and the Second Note.

Chaus Bernard Inc – SENIOR UNSECURED PROMISSORY NOTE (February 1st, 2012)

This Note, and that certain promissory note in the principal amount of $10,000,000.00 made by the Companies in favor of the Holder as of the date hereof (the “First Note”), are made pursuant to that certain Debt Restructuring Agreement (the “Debt Restructuring Agreement”), dated as of the date hereof, by and among the Companies and the Holder, to convert the Trade Debt (as defined therein) on account of purchase of goods owing by the Companies to the Holder into this Note and the Second Note.

Global Crossing Ltd – SENIOR UNSECURED PROMISSORY NOTE (August 4th, 2011)

FOR VALUE RECEIVED, the undersigned, GLOBAL CROSSING LIMITED, an exempted company with limited liability formed under the laws of Bermuda (the “Company”), promises to pay on December 14, 2011 (the “Maturity Date”) to the order of STT CROSSING LTD or assignee (“Payee”), in lawful money of the United States of America, in immediately available funds, the principal amount of $26,330,000.

HUGHES Telematics, Inc. – AMENDED AND RESTATED SENIOR UNSECURED PROMISSORY NOTE (November 8th, 2010)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”) AND CANNOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE STATE ACTS AND REGULATIONS PROMULGATED THEREUNDER.

HUGHES Telematics, Inc. – SENIOR UNSECURED PROMISSORY NOTE (December 22nd, 2009)

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”) AND CANNOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE STATE ACTS AND REGULATIONS PROMULGATED THEREUNDER.

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of MADELEINE L.L.C., a New York limited liability company (the “Lender”), the principal amount of ONE HUNDRED TWENTY-FIVE MILLION EIGHTY-NINE THOUSAND THREE HUNDRED FORTY-SEVEN AND 28/100 DOLLARS ($125,089,347.28) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAP COINVESTMENTS IV, LLC, a Delaware limited liability company (the “Lender”), the principal amount of NINTY-NINE THOUSAND TWO HUNDRED SEVENTY-SIX AND 10/100 DOLLARS ($99,276.10) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAP COINVESTMENT PARTNERS II, L.P., a Delaware limited partnership (the “Lender”), the principal amount of ONE MILLION THIRTY-SIX THOUSAND TWO HUNDRED NINETY-NINE AND 23/100 DOLLARS ($1,036,299.23) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAPCO GMBH & CO. KG, a German limited partnership (the “Lender”), the principal amount of THIRTY-THREE THOUSAND SIX HUNDRED ELEVEN AND 25/100 DOLLARS ($33,611.25) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAPSTAR, LLC, a Delaware limited liability company (the “Lender”), the principal amount of FIVE HUNDRED SEVENTY-FOUR THOUSAND EIGHT HUNDRED FORTY-THREE AND 30/100 DOLLARS ($574,843.30) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GENERAL ATLANTIC PARTNERS 76, L.P., a Delaware limited partnership (the “Lender”), the principal amount of SEVENTEEN MILLION SEVEN HUNDRED FIVE THOUSAND SIX HUNDRED NINETY-EIGHT AND 60/100 DOLLARS ($17,705,698.60) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAP COINVESTMENTS III, LLC, a Delaware limited liability company (the “Lender”), the principal amount of THREE HUNDRED NINETY-ONE THOUSAND SIX HUNDRED NINETY-SIX AND 18/100 DOLLARS ($391,696.18) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (October 21st, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GENERAL ATLANTIC PARTNERS 77, L.P., a Delaware limited partnership (the “Lender”), the principal amount of SIX MILLION EIGHT HUNDRED THIRTY THOUSAND FOUR HUNDRED NINETY-FIVE AND 47/100 DOLLARS ($6,830,495.47) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAP COINVESTMENTS IV, LLC, a Delaware limited liability company (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAPSTAR, LLC, a Delaware limited liability company (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAP COINVESTMENTS III, LLC, a Delaware limited liability company (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAPCO GMBH & CO. KG, a German limited partnership (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GENERAL ATLANTIC PARTNERS 76, L.P., a Delaware limited partnership (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GAP COINVESTMENT PARTNERS II, L.P., a Delaware limited partnership (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of MADELEINE L.L.C., a New York limited liability company (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Ssa Global Technologies, Inc – SENIOR UNSECURED PROMISSORY NOTE (April 15th, 2005)

FOR VALUE RECEIVED, SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of GENERAL ATLANTIC PARTNERS 76, L.P., a Delaware limited partnership (the “Lender”), the principal amount of                                  ($                                ) (the “Loan”) on the Final Maturity Date (as defined below).

Empire Resorts Inc – 16% SENIOR UNSECURED PROMISSORY NOTE (March 3rd, 2005)
Empire Resorts Inc – 16% SENIOR UNSECURED PROMISSORY NOTE (March 3rd, 2005)