Convertible Debenture Sample Contracts

ADVANCED MEDICAL ISOTOPE Corp – Agreement to Amend Senior Secured Convertible Debenture Maturing May 9, 2018 in the Original Principal Amount of $[______] (December 18th, 2017)

This Agreement is made as of December 13, 2017, and shall amend that certain Secured Convertible Debenture dated May [__], 2017 in the principal amount of $[______] issued by Advanced Medical Isotope Corporation, a Delaware corporation (the Company") to [_________] (the "Holder") (the "Note").

Lion Consulting Group – CANTABIO PHARMACEUTICALS INC. Secured Convertible Debenture (November 27th, 2017)

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

Incorporated Under the Canada Business Corporations Act 10.00%, Subject to Adjustment, Amended and Restated Secured Convertible Debenture Due January 12, 2020 (November 14th, 2017)

This Debenture is issued upon the terms and conditions, including redemption and conversion, as are set out in Schedule "A" hereto, and the terms, conditions and provisions contained in Schedule "A", including its appendices are incorporated herein and constitute a part hereof. Unless the context otherwise requires, capitalized expressions herein shall have the meaning ascribed to them in Schedule "A" hereto.

Series [A-1] [A-2] 12.5% Senior Secured Convertible Debenture (October 27th, 2017)

THIS SERIES [A-1] [A-2] 12.5% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12.5% Senior Secured Convertible Debentures of Social Reality, Inc., a Delaware corporation (the Company), having its principal place of business at 456 Seaton Street, Los Angeles, CA 90013, designated as its 12.5% Senior Secured Convertible Debenture due April 21, 2020 (this debenture, the Debenture and, collectively with the other debentures of such series, the Debentures). This Debenture is one of a series Debentures issued pursuant to the terms of the Purchase Agreement (as that term is hereinafter defined).

Convertible Debenture Due October 2, 2047 (October 11th, 2017)

THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Rosetta Genomics Ltd., an Israeli corporation (the "Company"), having its principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel, designated as its Convertible Debenture due October 2, 2047 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

ResortHealthcare – Series a Convertible Debenture (September 15th, 2017)

This Debenture is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

20% Original Issue Discount Unsecured Convertible Debenture Due on or Before November 30, 2017 (August 29th, 2017)

THIS 20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE, dated as of June 5, 2017 between the "Holder" (defined below) and PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation (the "Company"), having its principal place of business at 1311 Pineview Drive, Suite 501, Morgantown, WV 26505 (the "Exchange Agreement").

EpiCept Corporation – Original Issue Discount Convertible Debenture (August 24th, 2017)

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, 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").

Extension of Maturity Date of Convertible Debenture (August 11th, 2017)

This Extension of Maturity Date of Convertible Debenture ("Extension") is by and between the individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as "Holder") and OmniComm Systems, Inc., a Delaware corporation ("Maker") and is entered into as of the day the last Holder executes a copy of this Extension.

ADVANCED MEDICAL ISOTOPE Corp – 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE May _____, 2018 (August 11th, 2017)

THIS 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE of ADVANCED MEDICAL ISOTOPE CORPORATION, a Delaware corporation, (the "Company"), having its principal place of business at 719 Jadwin Avenue, Richland, WA 99352, designated as its 7.5% Original Issue Discount Senior Secured Convertible Debenture due May ___, 2018 (the "Debenture"). This Debenture is being issued in connection with that certain Exchange Agreement pursuant to which the Company exchanged certain then outstanding indebtedness that was issued by the Company on November 2, 2016 for this Debenture.

ADVANCED MEDICAL ISOTOPE Corp – 7.5% Original Issue Discount Senior Secured Convertible Debenture Due May , 2018 (August 11th, 2017)

THIS 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE of ADVANCED MEDICAL ISOTOPE CORPORATION, a Delaware corporation, (the "Company"), having its principal place of business at 719 Jadwin Avenue, Richland, WA 99352 designated as its 7.5% Original Issue Discount Senior Secured Convertible Debenture due May 9, 2018 (the "Debenture"). This Debenture is being issued in connection with that certain Exchange Agreement pursuant to which the Company exchanged certain then outstanding indebtedness that was issued by the Company on November 2, 2016 for this Debenture.

ADVANCED MEDICAL ISOTOPE Corp – 7.5% Original Issue Discount Senior Secured Convertible Debenture Due May , 2018 (May 15th, 2017)

THIS 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE of ADVANCED MEDICAL ISOTOPE CORPORATION, a Delaware corporation, (the "Company"), having its principal place of business at 719 Jadwin Avenue, Richland, WA 99352 designated as its 7.5% Original Issue Discount Senior Secured Convertible Debenture due May 9, 2018 (the "Debenture"). This Debenture is being issued in connection with that certain Exchange Agreement pursuant to which the Company exchanged certain then outstanding indebtedness that was issued by the Company on November 2, 2016 for this Debenture.

ADVANCED MEDICAL ISOTOPE Corp – 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE May ___, 2018 (May 15th, 2017)

THIS 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE of ADVANCED MEDICAL ISOTOPE CORPORATION, a Delaware corporation, (the "Company"), having its principal place of business at 719 Jadwin Avenue, Richland, WA 99352, designated as its 7.5% Original Issue Discount Senior Secured Convertible Debenture due May ___, 2018 (the "Debenture").

EpiCept Corporation – Original Issue Discount Convertible Debenture (May 15th, 2017)

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 430 East 29th Street, Suite 940, New York, New York 10016, 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 ").

ADVANCED MEDICAL ISOTOPE Corp – 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE May _____, 2018 (May 15th, 2017)

THIS 7.5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE of ADVANCED MEDICAL ISOTOPE CORPORATION, a Delaware corporation, (the "Company"), having its principal place of business at 719 Jadwin Avenue, Richland, WA 99352, designated as its 7.5% Original Issue Discount Senior Secured Convertible Debenture due May ___, 2018 (the "Debenture"). This Debenture is being issued in connection with that certain Exchange Agreement pursuant to which the Company exchanged certain then outstanding indebtedness that was issued by the Company on November 2, 2016 for this Debenture.

First Amendment to Convertible Debenture (May 15th, 2017)

This First Amendment to the Convertible Debenture (the "First Amendment") is entered into as of May 11, 2017 by and among Tauriga Sciences, Inc., a Florida corporation (the "Company") and Group 10 Holdings LLC ("Holder") or its registered assigns or successor in interest. The Company and Holder each referred to herein as a "Party" or collectively as the "Parties".

First Amendment to Convertible Debenture (May 15th, 2017)

This First Amendment to the Convertible Debenture (the "First Amendment") is entered into as of May 11, 2017 by and among Tauriga Sciences, Inc., a Florida corporation (the "Company") and Group 10 Holdings LLC ("Holder") or its registered assigns or successor in interest. The Company and Holder each referred to herein as a "Party" or collectively as the "Parties".

First Amendment to Convertible Debenture (May 15th, 2017)

This First Amendment to the Convertible Debenture (the "First Amendment") is entered into as of May 11, 2017 by and among Tauriga Sciences, Inc., a Florida corporation (the "Company") and Group 10 Holdings LLC ("Holder") or its registered assigns or successor in interest. The Company and Holder each referred to herein as a "Party" or collectively as the "Parties".

EpiCept Corporation – Original Issue Discount Convertible Debenture (May 10th, 2017)

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 430 East 29th Street, Suite 940, New York, New York 10016, 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").

Lion Consulting Group – Secured Convertible Debenture (May 5th, 2017)

FOR VALUE RECEIVED, CANTABIO PHARMACEUTICALS INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of [-------------], 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 "

Boston Therapeutics, Inc. – 6% Subordinated Convertible Debenture Due 2018 (May 2nd, 2017)

THIS 6% SUBORDINATED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Subordinated Convertible Debentures of Boston Therapeutics, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 354 Merrimack Street, #4, Lawrence, MA 01843, designated as its 6% Subordinated Convertible Debenture due 2019 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures"). The terms not defined herein shall have the meaning as set forth in the Purchase Agreement.

Solitario Resources Corporation – Convertible Debenture of Zazu Metals Corporation (May 1st, 2017)

Article 1 INTERPRETATION 6 1.1 Definitions 6 1.2 Meaning of Outstanding 8 1.3 Non-Business Days 8 1.4 Currency 9 1.5 Headings 9 1.6 Governing Law 9 1.7 Singular, Gender, Legislation, Etc. 9 1.8 Severability 9 1.9 Binding Effect 9 1.10 Time 9 Article 2 The debenture 10 2.1 Indebtedness. 10 2.2 Calculation and Payment of Interest, etc. 10 2.3 Non-Transferable 10 2.4 Prepayment 10 Article 3 CONVERSION OF DEBENTURE 11 3.1 Conversion Privilege and Conversion Price 11 3.2 Conversion Procedure 11 3.3 No Fractional Shares 11 3.4 Adjustment to Conversion Price 12 3.5 Certificate as to Adjustment 14 3.6 Reclassifications, Reorganizations, etc. 14 3.7 Notice to Debentureholder of Cert

mLight Tech, Inc. – MLIGHT TECH, INC. Series a CONVERTIBLE DEBENTURE DUE: April 18, 2018 (April 24th, 2017)

FOR VALUE RECEIVED, the undersigned, MLIGHT TECH, INC. (herein called the "Company"), a Florida corporation, promises to pay to the order HE CEN, or his or its registered assigns (the "Holder" or "Holders"), the principal sum of one hundred and fifty thousand dollars (US$150,000), as such amount is reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the "Principal"), on April 18, 2018 (the "Maturity Date"), together with interest (computed on the basis of a 365-day year) on the outstanding principal amount at the rate of eight percent (8%) per annum (the "Interest Rate") from the date hereof, payable on June 30, 2017 and, thereafter, quarterly in arrears, until the principal hereof shall have become due and payable.

Form of 12.5% Secured Convertible Debenture (April 21st, 2017)

THIS 12.5% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 12.5% Senior Secured Convertible Debentures of Social Reality, Inc., a Delaware corporation, (the Company), having its principal place of business at 456 Seaton Street, Los Angeles, CA 90013, designated as its 12.5% Senior Secured Convertible Debenture due _____, 2020 (this debenture, the Debenture and, collectively with the other debentures of such series, the Debentures). This Debenture is one of a series Debentures issued pursuant to the terms of the Purchase Agreement (as that term is hereinafter defined).

20% Amended and Restated Original Issue Discount Unsecured Convertible Debenture Due September 30, 2017 (April 14th, 2017)

THIS AMENDED AND RESTATED 20% ORIGINAL ISSUE DISCOUNT UNSECURED CONVERTIBLE DEBENTURE amends and restates in it entirety a duly authorized and validly issued 20% Original Issue Discount Unsecured Convertible Debenture (the "Original Debenture") of PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation, (the "Company"), having its principal place of business at 1311 Pineview Drive, Suite 501, Morgantown, WV 26505, designated as its 20% Original Issue Discount Unsecured Convertible Debenture due on a date that was six (6) months from the Original Issue Date

AzurRx BioPharma, Inc. – 12% Senior Secured Original Issue Discount Convertible Debenture Due November 11, 2017 (April 12th, 2017)

THIS 12% SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is a duly authorized and validly issued Senior Secured Original Issue Discount Convertible Debenture (this "Debenture") of AzurRx BioPharma, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 760 Parkside Avenue, Downstate Biotechnology Incubator, Suite 217 Brooklyn, NY 11226 pursuant to that certain Securities Purchase Agreement, dated April 11, 2017, by and between the Company and Lincoln Park Capital Fund, LLC as amended, modified or supplemented from time to time in accordance with its terms (the "Purchase Agreement").

Legend Oil & Gas, Ltd. – Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018 (April 4th, 2017)

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the "Company"), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the "Debenture" and, collectively with the other debentures of such series, if any, the "Debentures").

SENIOR SECURED Original Issue Discount CONVERTIBLE DEBENTURE DUE _________ (March 16th, 2017)

THIS SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Original Issue Discount Convertible Debentures of Rennova Health, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 400 S. Australian Avenue, West Palm Beach, Florida 33401, designated as its Senior Secured Original Issue Discount Convertible Debenture due __________ (this debenture, the "Debenture" and, collectively with the other debentures of such series issued pursuant to the [Purchase Agreement][Exchange Agreement] (the "Debentures").

Soupman Inc – 8% Original Issue Discount Senior Secured Convertible Debenture Due April 21, 2017 (February 23rd, 2017)

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 Soupman, Inc., a Delaware corporation, (the Company), having its principal place of business at 1110 South Avenue, Suite 100, Staten Island, New York 10314, designated as its 8% Original Issue Discount Senior Secured Convertible Debenture due April 21, 2017 (this debenture, the Debenture and, collectively with the other debentures of such series, the Debentures).

Legend Oil & Gas, Ltd. – Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018 (January 27th, 2017)

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the "Company"), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the "Debenture" and, collectively with the other debentures of such series, if any, the "Debentures").

Oxis International – 10% Senior Convertible Debenture Due June 30, 2017 (January 13th, 2017)

THIS 10% SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Convertible Debentures of OXIS International, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 100 South Ashley Drive, Suite 600, Tampa, FL 33602, designated as its 10% Senior Convertible Debenture due June 30, 2017 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Legend Oil & Gas, Ltd. – Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018 (January 5th, 2017)

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the "Company"), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the "Debenture" and, collectively with the other debentures of such series, if any, the "Debentures").

Discovery Energy Corp. – Senior Secured Convertible Debenture Due May 27, 2021 (January 5th, 2017)

THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of Discovery Energy Corp., a Nevada corporation, (the "Company"), having its principal place of business at One Riverway Drive, Suite 1700, Houston, Texas 77056, designated as its Senior Secured Convertible Debentures due May 27, 2021 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Digital Ally – 8% Senior Secured Convertible Debenture Due March 30, 2018 (January 3rd, 2017)

THIS 8% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Digital Ally, Inc., a Nevada corporation (the "Company"), having its principal place of business at 9705 Loiret Boulevard, Lenexa, Kansas 66219, designated as its 8% Senior Secured Convertible Debenture due March 30, 2018 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

Legend Oil & Gas, Ltd. – Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018 (December 21st, 2016)

THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the "Company"), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the "Debenture" and, collectively with the other debentures of such series, if any, the "Debentures").