Note Amendment Sample Contracts

BACKGROUND
Note Amendment • April 1st, 2002 • Miix Group Inc • Insurance carriers, nec • New Jersey
AMENDMENT NO. 1 TO NOTE
Note Amendment • February 6th, 2017 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York

This Amendment No. 1 to Note is entered as of May 24, 2013 (this “Amendment”) by and between Valeritas, Inc., a Delaware corporation (the “Issuer”) and WCAS Capital Partners IV, L.P., a Delaware limited partnership (the “Holder”).

SECOND NOTE AMENDMENT
Note Amendment • April 2nd, 2024 • Velo3D, Inc. • Special industry machinery, nec • Delaware

This SECOND NOTE AMENDMENT, dated as of March 31, 2024 (this “Agreement”), is entered into between Velo3D, Inc., a Delaware corporation (the “Company”), High Trail Investments ON LLC (“Holder 1”) and HB SPV I Master Sub LLC (“Holder 2” and, together with Holder 1, the “Note Holders”) and acknowledged by U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

AMENDMENT NO. 1 TO NOTE
Note Amendment • January 8th, 2018 • Valeritas Holdings Inc. • Surgical & medical instruments & apparatus • New York

This Amendment No. 1 to Note is entered as of May 24, 2013 (this “Amendment”) by and between Valeritas, Inc., a Delaware corporation (the “Issuer”) and WCAS Capital Partners IV, L.P., a Delaware limited partnership (the “Holder”).

Longview Marquis Master Fund, L.P. c/o Viking Asset Management, L.L.C.
Note Amendment • September 5th, 2008 • interCLICK, Inc. • Services-advertising • New York

Reference is hereby made to each of (i) that certain Securities Purchase Agreement, dated as of November 15, 2007, by and among Customer Acquisition Network Holdings, Inc. (n/k/a interCLICK, Inc.) (the “Company”), Longview Marquis Master Fund, L.P. (“Buyer”), and Alpha Capital Anstalt (such Securities Purchase Agreement, as amended through the date hereof and as may otherwise be amended, restated, suplemented or modified and in efect from time to time, the “Purchase Agreement”), pursuant to which the Company issued to Buyer that certain Note No. VAM-001 in the original principal amount of $4,388, 889.00 (such Note, together with any promissory note or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Buyer Note”), of which $1,289,991.49 principal amount remains outstanding on the date hereof.

NOTE AMENDMENT
Note Amendment • September 13th, 2022 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York

This Note Amendment dated as of September 6, 2022 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in those certain Senior Convertible Notes dated as of August 24, 2022 (the “Notes”) issued by the Company to the undersigned and other holders thereof.

NOTE AMENDMENT
Note Amendment • May 15th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Florida

This Note Amendment effective as of May [ ], 2024 (the “Agreement”) is by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”) of a note payable original issued on [ ], 2024 in principal amount of $[ ] (the “Note”). Capitalized terms not defined herein shall have the meanings assigned to them in the Note.

AMENDMENT NO. 4 TO NOTE
Note Amendment • March 15th, 2019 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 4 TO NOTE (this “Amendment”), dated and effective as of March 14, 2019, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

AMENDMENT TO NOTE
Note Amendment • September 23rd, 2009 • Ourpets Co • Plastics products, nec

This Amendment to Note (“Amendment”) is entered into and effective as of September 17, 2009, by and between FirstMerit Bank, N.A., (hereafter “FMB” or “Lender”) and Ourpet’s Company (hereafter “Borrower”) (Collectively “Parties”).

FORM OF NOTE AMENDMENT
Note Amendment • January 3rd, 2014 • Axion Power International, Inc. • Miscellaneous electrical machinery, equipment & supplies

This Note Amendment (the “Amendment”) is dated as of this 2nd day of January, 2014 by and between Axion Power International, Inc., as Borrower (the “Company”) and ______, as Lender (the “Lender”).

NOTE AMENDMENT No. 1
Note Amendment • February 23rd, 2011 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Virginia

This NOTE AMENDMENT No. 1 (this “Amendment”) is entered into as of the Effective Date (as defined below) by and among Global Telecom & Technology, Inc. (the “Company”) and the holders (the “Holders”) of the Company’s 10% subordinated notes due on December 31, 2013 that were issued on December 31, 2010 (the “Notes”).

AMENDMENT TO NOTE, DATED MAY 6, 2016
Note Amendment • May 6th, 2020 • Lindblad Expeditions Holdings, Inc. • Transportation services • New York

This Amendment (the “Note Amendment”) amends the Note, dated as of May 6, 2016 (the “Note”), issued by Natural Habitat, Inc., a Colorado corporation (the “Payor”) in the principal amount of $2,525,000 to Ben Bressler, an individual (“Payee”). This Note Amendment, is entered into as of May 1, 2020 (the “Amendment Effective Date”), by and between the Payor and the Payee. All capitalized terms used in this Note Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Note.

AMENDMENT NO. 1 TO NOTE
Note Amendment • February 12th, 2015 • Valeritas Inc • Surgical & medical instruments & apparatus • New York

This Amendment No. 1 to Note is entered as of May 24, 2013 (this “Amendment”) by and between Valeritas, Inc., a Delaware corporation (the “Issuer”) and WCAS Capital Partners IV, L.P., a Delaware limited partnership (the “Holder”).

NOTE AMENDMENT NO. 1
Note Amendment • March 19th, 2013 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Virginia

This NOTE AMENDMENT No. 1 (this "Amendment ") is entered into as of May _, 20 11, by and between Global Telecom & Technology, Inc. (the "Company") and the undersigned holder (the "Holder") of certain of the Company's 10% promissory notes issued on February 8, 2010 and originally due on February 8, 2012 (collectively, the "Notes," and each a "Note"). Capitalized terms not otherwise defined herein shall have the respective definitions provided in the Note.

FORM OF NOTE AMENDMENT No 2
Note Amendment • February 12th, 2010 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Virginia

This NOTE AMENDMENT No. 2 (this “Amendment”) is entered into as of January 14, 2010, by and among Global Telecom & Technology, Inc. (the “Company”) and the undersigned holder (the “Holder”) of the Company’s 10% promissory notes issued on October 15, 2006 and due on December 31, 2010 (the “Notes”).

AMENDMENT NO. 1 TO NOTE
Note Amendment • February 5th, 2018 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 1 TO NOTE (this “Amendment”), dated and effective as of January 31, 2018, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR CONVERTIBLE PROMISSORY NOTE
Note Amendment • February 13th, 2024 • Gse Systems Inc • Services-prepackaged software • Delaware

THIS SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is dated as of February 12, 2024, by and among GSE Systems, Inc., a Delaware corporation (the “Maker” or the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”).

AMENDMENT NO. 2 TO NOTE
Note Amendment • February 1st, 2019 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 2 TO NOTE (this “Amendment”), dated and effective as of January 31, 2019, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

SECOND AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE
Note Amendment • February 13th, 2024 • Gse Systems Inc • Services-prepackaged software • Delaware

THIS SECOND AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is dated as of February 12, 2024, by and among GSE Systems, Inc., a Delaware corporation (the “Maker” or the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”).

AMENDMENT NO. 5 TO NOTE
Note Amendment • March 29th, 2019 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 5 TO NOTE (this “Amendment”), dated and effective as of March 27, 2019, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

AMENDMENT NO. 9 TO NOTE
Note Amendment • September 3rd, 2020 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 9 TO NOTE (this “Amendment”), dated and effective as of September 1, 2020, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

NOTE AMENDMENT AFTER CONSTRUCTION COMPLETION
Note Amendment • March 10th, 2025 • Seaport Entertainment Group Inc. • Services-miscellaneous amusement & recreation • Nevada

WHEREAS, pursuant to that certain Note Purchase Agreement, dated as of July 20, 2018, between the Company and the Lender (the “Note Purchase Agreement”), the Company heretofore issued to the Lender a $51,231,000.00 original principal amount 4.92% Senior Secured Note, due on the Maturity Date (as defined therein) (the “Note”);

WITNESSETH:
Note Amendment • March 30th, 1998 • Century Properties Fund Xix • Real estate • Texas
FIRST AMENDMENT TO THE NOTE OF THE LEWIS & CLARK EXPLORATORY CENTER OF VIRGINIA, INC. TO THE ECONOMIC DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA
Note Amendment • May 5th, 2016

THIS FIRST AMENDMENT TO THE NOTE of the Lewis & Clark Exploratory Center of Virginia, Inc., a Virginia Corporation (hereinafter, the “Borrower”), dated April 17, 2013, in which it promised to pay to the Economic Development Authority of Albemarle County Virginia (hereinafter, the “Noteholder”), 401 McIntire Road, Charlottesville, Virginia, 22902, the sum of one hundred thirty thousand dollars (US $130,000.00) (hereinafter, the “Principal Amount Outstanding” and the “Note”) in full satisfaction of a loan from the Noteholder to the Borrower, is hereby entered into on June ___ 2016.

AMENDMENT TO NOTE
Note Amendment • January 15th, 2019 • Park City Group Inc • Services-computer processing & data preparation

This amendment (the "Amendment") is made between the undersigned borrower (the "Borrower") and U.S. Bank National Association (the "Bank") and shall be effective as of the date set forth on the last page of the Amendment, except as otherwise provided below.

WITNESSETH:
Note Amendment • March 30th, 1998 • Century Properties Fund Xix • Real estate • Texas
AMENDMENT NO. 7 TO NOTE
Note Amendment • March 30th, 2020 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 7 TO NOTE (this “Amendment”), dated and effective as of March 27, 2020, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

AMENDMENT NO. 10 TO NOTE
Note Amendment • September 15th, 2020 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 10 TO NOTE (this “Amendment”), dated and effective as of September 14, 2020, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

AMENDMENT NO. 6 TO NOTE
Note Amendment • February 3rd, 2020 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 6 TO NOTE (this “Amendment”), dated and effective as of January 30, 2020, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

NOTE AMENDMENT
Note Amendment • September 15th, 2023 • Volcon, Inc. • Motor vehicles & passenger car bodies • New York

This Note Amendment dated as of September 14, 2023 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securities Purchase and Exchange Agreement (the “SPA”) dated as of May 19, 2023 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) the amended and restated Original Issue Discount Senior Convertible Series A Notes and the amended and restated Original Issue Discount Senior Convertible Series B Notes dated as of May 24, 2023 (collectively, the “Amended and Restated Notes”) issued by the Company to each Purchaser; and (iii) the new Original Issue Discount Senior Convertible Notes dated as of May 24, 2023 (the “New Notes” and with the Amended and Restated Note

NOTE AMENDMENT
Note Amendment • June 17th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Florida

This Note Amendment effective as of June [ ], 2024 (the “Agreement”) is by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ](the “Holder”) of a convertible promissory note payable original issued on [ ] in principal amount of $[ ] (the “Note”). Capitalized terms not defined herein shall have the meanings assigned to them in the Note.

FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE
Note Amendment • October 6th, 2023 • Gse Systems Inc • Services-prepackaged software • Delaware

THIS FIRST AMENDMENT TO SENIOR CONVERTIBLE PROMISSORY NOTE (this “Amendment”), is dated as of October 6, 2023, by and among GSE Systems, Inc., a Delaware corporation (the “Maker” or the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”).

AMENDMENT NO. 8 TO NOTE
Note Amendment • June 4th, 2020 • Medallion Financial Corp • Finance services • New York

AMENDMENT NO. 8 TO NOTE (this “Amendment”), dated and effective as of June 1, 2020, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“SBA”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “Licensee”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.

NOTE AMENDMENT
Note Amendment • February 12th, 2010 • Global Telecom & Technology, Inc. • Telephone communications (no radiotelephone) • Virginia

This NOTE AMENDMENT (this “Amendment”) is entered into as of the Effective Date (as defined below) by and among Global Telecom & Technology, Inc. (the “Company”) and the holders (“Holders”) of the Company’s 10% convertible subordinated notes due on December 31, 2010 issued November 2007 (the “Notes”).

Options Media Group Holdings, Inc.
Note Amendment • November 16th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services

This letter agreement (the “Agreement”) amends that certain Note dated April 24, 2009 (the “Note”) between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and Whalehaven Capital Fund Limited (the “Holder”). In consideration for the Holder (i) extending the maturity date of the Note from August 31, 2009 to December 31, 2009, (ii) waiving its right to the extension fee under the Note in connection with the extension provided by this Agreement, and (iii) waiving its right to charge interest at the default interest rate for any period that the Note was in default prior to the date of this Agreement, the Company shall issue the Holder 50,000 shares of common stock of the Company (the “Extension Consideration”).