Convertible Debenture Sample Contracts

Toughbuilt Industries, Inc – AMENDED AND RESTATED 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE September 1, 2018 (September 18th, 2018)

THIS AMENDED AND RESTATED 10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Amended and Restated 10% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 25371 Commercentre Drive, Lake Forest, California, 92630, designated as its Amended and Restated 10% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Oxis International – 10% Senior Convertible Debenture Due __________, 2019 (September 7th, 2018)

THIS 10% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of GT Biopharma, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 100 South Ashley Dr., Ste 600, Tampa, FL 33602, designated as its 10% Senior Convertible Debenture due ______t 31, 2019 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (August 14th, 2018)

This EIGHTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of July 13, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (August 14th, 2018)

This SIXTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of June 15, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Cirtran Corp – Amendment No. 1 to Secured Convertible Debenture (August 14th, 2018)

This Amendment No. 1 to Secured Convertible Debenture (this "Amendment") is entered into effective as of April 20, 2018 ("Effective Date"), between CIRTRAN CORPORATION, a Nevada corporation (the "Company"), and TEKFINE, LLC, a Utah limited liability company (the "Holder"), and amends that certain Secured Convertible Debenture ("Debenture") with an issuance date of April 20, 2017.

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (August 14th, 2018)

This FOURTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of May 31, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (August 14th, 2018)

This NINTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of July 23, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (August 14th, 2018)

This FIFTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of June 4, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (August 14th, 2018)

This SEVENTH AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of June 29, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Oxis International – 10% Senior Convertible Debenture Due August 2, 2019 (August 3rd, 2018)

THIS 10% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of GT Biopharma, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 100 South Ashley Dr., Ste 600, Tampa, FL 33602, designated as its 10% Senior Convertible Debenture due August 2, 2019 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Aurora Creative Group – 8% Convertible Debenture Due June 30, 2017 (July 24th, 2018)

THIS 8% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Convertible Debentures of AgEagle Aerial Systems, Inc., a Nevada corporation (the "Company"), having its principal place of business at 117 S. 4th Street, Neodesha, Kansas 66757, designated as its 8% Convertible Debenture due June 30, 2017 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Aurora Creative Group – 8% Convertible Debenture Due November 6, 2016 (July 24th, 2018)

THIS 8% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Convertible Debentures of AgEagle Aerial Systems Inc., a Nevada corporation (the "Company"), having its principal place of business at 117 S. 4th Street, Neodesha, Kansas 66757, designated as its 8% Convertible Debenture due November 6, 2016 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

CLS Holdings USA, Inc. – Convertible Debenture (July 24th, 2018)

FOR VALUE RECEIVED, CLS HOLDINGS USA, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of YA II PN, LTD. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date (each, as defined herein), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon any Installment Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (

Toughbuilt Industries, Inc – 8% Original Issue Discount Senior Secured Convertible Debenture Due September 1, 2018 (July 9th, 2018)

THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Original Issue Discount Senior Secured Convertible Debentures of ToughBuilt Industries, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 665 N. Central Ave., Suite 1700, Glendale, CA 91203, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due September 1, 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Genspera Inc – SENIOR CONVERTIBLE DEBENTURE DUE July __, 2019 (July 3rd, 2018)

THIS SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Convertible Debentures of Inspyr Therapeutics, Inc., a Delaware corporation (the "Company"), having its principal place of business at 31200 Via Colinas, Suite 200, Westlake Village, California 91362, designated as its Senior Convertible Debenture due September 12, 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures") issued pursuant to the Purchase Agreement.

Loton, Corp – 12.75% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE June 29, 2021 (July 3rd, 2018)

THIS 12.75% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12.75% Original Issue Discount Senior Secured Convertible Debentures of LiveXLive Media, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 269 South Beverly Drive, Suite #1450, Beverly Hills, California 90212 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the "Debenture" and collectively with the other debentures of such series, the "Debentures") and is issued pursuant to the Purchase Agreement (as defined below).

Integrated Surg Sys – 10% CONVERTIBLE DEBENTURE DUE June 30, 2019 (June 21st, 2018)

THIS 10% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of TheMaven, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 1500 Fourth Avenue, Suite 200, Seattle, VA 98101, designated as its 10% Convertible Debenture due June 30, 2019 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Greater Cannabis Company, Inc. – Allonge 2 to Convertible Debenture Due September 14, 2018 (June 15th, 2018)

This Allonge 2 ("Allonge") is made as of June 13, 2018, by The Greater Cannabis Company, Inc., a Florida corporation ("Borrower") to Emet Capital Partners LLC ("Holder"). Reference is hereby made to that certain Convertible Note Due September 14, 2018 issued by Borrower to Holder dated September 14, 2017 ("Debenture"). Except as amended hereby, the terms of the Debenture remain as originally stated. Terms not otherwise defined herein shall have the meaning set forth in the Debenture.

2304101 Ontario Inc. – Ehave, Inc. Senior Secured Convertible Debenture (June 14th, 2018)

EHAVE, INC. a body corporate incorporated under the laws of [l] (the "Corporation"), for value received hereby acknowledges itself indebted and promises to pay to [name and address of debenture holder] (the "Holder"), on [l], 2020 (the "Maturity Date") or on such earlier date as the principal amount of [Dollar amount written] ($[l]) (the "Principal") convertible debentures of the Corporation (the "Debentures") may become payable hereunder, in lawful money of Canada to the Holder and to pay in the same money and at the same place interest on the Principal or on so much thereof as remains from time to time unpaid at the rate of ten percent (10.0%) per annum, payable at the earlier of (i) the Conversion Date (as defined herein), and (ii) the Maturity Date.

2304101 Ontario Inc. – Ehave, Inc. Convertible Debenture (June 14th, 2018)

EHAVE, INC. a body corporate incorporated under the laws of [l] (the "Corporation"), for value received hereby acknowledges itself indebted and promises to pay to [name and address of debenture holder] (the "Holder"), on [l], 2020 (the "Maturity Date") or on such earlier date as the principal amount of [Dollar amount written] ($[l]) (the "Principal") convertible debentures of the Corporation (the "Debentures") may become payable hereunder, in lawful money of Canada to the Holder and to pay in the same money and at the same place interest on the Principal or on so much thereof as remains from time to time unpaid at the rate of ten percent (10.0%) per annum, payable at the earlier of (i) the Conversion Date (as defined herein), and (ii) the Maturity Date.

Lion Consulting Group – CANTABIO PHARMACEUTICALS INC. Secured Convertible Debenture (June 8th, 2018)

FOR VALUE RECEIVED, CANTABIO PHARMACEUTICALS INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of YA II PN, Ltd., or its registered assigns (the "Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Original Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this "D

Brooklyn Cheesecake & Dessrt – GREENSHIFT CORPORATION Convertible Debenture Due June 30, 2028 (June 1st, 2018)

FOR VALUE RECEIVED, GREENSHIFT CORPORATION, a Delaware corporation ("Seller"), hereby promises to pay to ATTIS INDUSTRIES INC. (the "Buyer"), or its successors and assigns, the principal sum of TEN MILLION DOLLARS ($10,000,000.00) in exchange for the Purchase Price consideration payable by Buyer under that certain Securities Purchase Agreement by and among Buyer and Seller of even date herewith ("SPA") and applicable Transaction Documents. Capitalized terms used herein and not otherwise defined in this Debenture shall have the same meaning ascribed to such terms in the SPA and the Transaction Documents.

Xg Technology Inc – 6% SENIOR SECURED CONVERTIBLE DEBENTURE DUE MaY 29, 2019 (May 30th, 2018)

THIS 6% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Senior Secured Convertible Debentures of xG Technology, Inc., a Delaware corporation (the "Company"), having its principal place of business at 240 S. Pineapple Avenue, Suite 701 Sarasota, Florida 34236, designated as its 6% Senior Secured Convertible Debenture due May 29, 2019 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Xg Technology Inc – To:The Purchasers of xG Technology, Inc., 6% Senior Secured Convertible Debentures and Warrants (May 30th, 2018)

This letter will confirm my agreement to vote all shares of xG Technology, Inc. ("XGTI") voting stock over which I have voting control in favor of any resolution presented to the shareholders of XGTI to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of XGTI outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated May 29, 2018, by and between XGTI and each purchaser signatory thereto (the "Purchase Agreement") and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me.

Greater Cannabis Company, Inc. – Allonge to Convertible Debenture Due September 14, 2018 (May 17th, 2018)

This Allonge ("Allonge") is made as of March 28, 2018, by The Greater Cannabis Company, Inc., a Florida corporation ("Borrower") to Emet Capital Partners LLC ("Holder"). Reference is hereby made to that certain Convertible Note Due September 14, 2018 issued by Borrower to Holder dated September 14, 2017 ("Debenture"). Except as amended hereby, the terms of the Debenture remain as originally stated. Terms not otherwise defined herein shall have the meaning set forth in the Debenture.

CLS Holdings USA, Inc. – Convertible Debenture (May 17th, 2018)

FOR VALUE RECEIVED, CLS HOLDINGS USA, INC., a Nevada corporation (the "Company"), hereby promises to pay to the order of YA II PN, LTD. or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), on any Installment Date with respect to the Installment Amount due on such Installment Date (each, as defined herein), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon any Installment Date or the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (

EpiCept Corporation – Original Issue Discount Convertible Debenture (May 14th, 2018)

THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Debentures of Immune Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 550 Sylvan Avenue, Suite 101. Englewood Cliffs, NJ. 07632, designated as its Original Issue Discount Convertible Debenture due on the Maturity Date (as defined below) (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Cirtran Corp – Cirtran Corporation Amended, Restated, and Consolidated Secured Convertible Debenture (May 11th, 2018)

This Amended, Restated, and Consolidated Secured Convertible Debenture (this "Debenture") is issued by CirTran Corporation, a Nevada corporation also known as CirTran Corp. (the "Company"), to Tekfine, LLC, a Utah limited liability company (the "Holder"), in connection with the Agreement and Ratification Agreement (each as defined below) and amends, restates, and consolidates in their entirety (and is given in substitution for but not in satisfaction of) the following debentures (as each may have been amended and is currently in effect, collectively, the "Prior Debentures"): (a) that certain Secured Convertible Debenture dated May 26, 2005 (the "May 2005 Debenture") in the original principal amount of Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00); (b) that certain Secured Convertible Debenture dated December 30, 2005, in the original principal amount of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00); and (c) that certain Secured Con

Cirtran Corp – Cirtran Corporation Secured Convertible Debenture (May 11th, 2018)

This Secured Convertible Debenture (this "Debenture") is issued by CIRTRAN CORPORATION, a Nevada corporation also known as CirTran Corp. (the "Company"), to TEKFINE, LLC, a Utah limited liability company (the "Holder"), in the amount of TWO HUNDRED THOUSAND DOLLARS ($200,000) advanced on or about April 20, 2017, together with interest accruing thereon from and after the date of such principal advance.

Sphere 3D Corp – 8% Senior Secured Convertible Debenture (May 10th, 2018)

This THIRD AMENDMENT TO 8% SENIOR SECURED CONVERTIBLE DEBENTURE (this "Amendment") is made as of March 30, 2018, by and among SPHERE 3D CORPORATION, a corporation incorporated under the laws of the Province of Ontario (the "Corporation"), the Guarantors party hereto, and FBC HOLDINGS S.A R.L., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg (the "Holder").

Greater Cannabis Company, Inc. – Allonge to Convertible Debenture Due September 14, 2018 (April 17th, 2018)

This Allonge ("Allonge") is made as of March 28, 2018, by The Greater Cannabis Company, Inc., a Florida corporation ("Borrower") to Emet Capital Partners LLC ("Holder"). Reference is hereby made to that certain Convertible Note Due September 14, 2018 issued by Borrower to Holder dated September 14, 2017 ("Debenture"). Except as amended hereby, the terms of the Debenture remain as originally stated. Terms not otherwise defined herein shall have the meaning set forth in the Debenture.

American Funeral Svcs Corp – Amendment to Convertible Debenture (April 17th, 2018)

THIS AMENDMENT TO CONVERTIBLE DEBENTURE (the "Amendment") is dated as of [__], 2018 and shall be deemed to be made effective as of June 30, 2017 (the "Effective Date") by and between Eight Dragons Company, a Nevada corporation (the "Company" or "Eight Dragons") and [__] (the "Holder"). Each of the Company and Holder may be referred to herein individually as a "Party" and collectively as the "Parties."

Ample-Tee, Inc. – Airborne Wireless Network Convertible Debenture (April 13th, 2018)

FOR VALUE RECEIVED, AIRBORNE WIRELESS NETWORK, a Nevada corporation (the "Company"), hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the "Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") on the Maturity Date (as defined below) or upon the earlier of acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the "Issuance Date") until the same becomes due and payable on the Maturity Date or upon the earlier of acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Convertible Debenture (the "Debenture") was originally issued pursuant to the Securities Purchase Agreement dated as of April 9, 2018, (the "Secur

Micronet Enertec Technologies, Inc. – MICRONET ENERTEC TECHNOLOGIES, INC. ENERTEC ELECTRONICS LTD. Secured Convertible Debenture (April 4th, 2018)

This Secured Convertible Debenture is issued in exchange for the secured note originally issued on [_________]2 in the outstanding principal amount of $[________] are was acquired for consideration consisting solely of the [___________] surrendered for cancellation in the exchange.

Neurokine Pharmaceuticals Inc. – Pivot Pharmaceuticals Inc. (Formerly Known as Neurokine Pharmaceuticals Inc.) 10.00% Senior Secured Convertible Debenture Due March 2, 2019 (March 12th, 2018)

PIVOT PHARMACEUTICALS INC. (formerly known as Neurokine Pharmaceuticals Inc.), a corporation incorporated under the laws of British Columbia (the "Borrower"), for value received, hereby acknowledges itself indebted and promises to pay to or to the order of Investor Company ITF 5J5712 Anson Catalyst Master Fund LP, 77 Bloor Street West, 3rd Floor, Toronto, Ontario M5S 1M2 as nominee for Anson Catalyst Master Fund LP as nominee for Anson Catalyst Master Fund LP (hereinafter referred to as the "Lender" or the "Debentureholder"), the principal amount of two million five hundred thousand dollars ($2,500,000) (the "Principal Amount") in lawful money of Canada in the manner hereinafter provided at the foregoing address of the nominee, or at such other place or places as the Lender may designate by notice in writing to the Borrower, on March 2, 2019, or such earlier date as the Principal Amount may become due and payable (the "Maturity Date"), and to pay interest to the Lender on the Principal