Convertible Note Sample Contracts

Helios & Matheson North America Inc. – [Form of Series B-2 Senior Secured Bridge Convertible Note] (June 21st, 2018)

FOR VALUE RECEIVED, Helios and Matheson Analytics Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of [BUYER] or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise and increased by any Capitalized Interest (as defined below), the "Principal") when due, whether upon the Maturity Date, or upon 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 (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series B-2 Senior Secured Convertible Note (including all Senior Secured Converti

Helios & Matheson North America Inc. – [Form of Series B-2 Senior Secured Bridge Convertible Note] (June 21st, 2018)

FOR VALUE RECEIVED, Helios and Matheson Analytics Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of [BUYER] or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise and increased by any Capitalized Interest (as defined below), the "Principal") when due, whether upon the Maturity Date, or upon 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 (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series B-2 Senior Secured Convertible Note (including all Senior Secured Converti

X RAIL Enterprises, Inc. – 12% Convertible Note (June 18th, 2018)

This Note is free from all taxes, lie ns, 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.

Tetridyn Solutions Inc – Ocean Thermal Energy Corporation Convertible Note (June 1st, 2018)

FOR VALUE RECEIVED, Ocean Thermal Energy Corporation, a Nevada corporation with a par value of $0.001 per common share ("Par Value") (the "Company"), hereby promises to pay to the order of Collier Investments, LLC 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), 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, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).

Envestnet Inc – ENVESTNET, INC., as Issuer, ENVESTNET ASSET MANAGEMENT, INC., as Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 25, 2018 1.75% Convertible Notes Due 2023 (May 25th, 2018)

INDENTURE, dated as of May 25, 2018 among ENVESTNET, INC., a Delaware corporation, as issuer (the Company, as more fully set forth in Section 1.01), Envestnet Asset Management, Inc., a Delaware corporation, as guarantor (the Guarantor, as more fully set forth in Section 1.01), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee, as more fully set forth in Section 1.01).

Blue Fashion Corp. – 12% Convertible Note (May 25th, 2018)

This Note 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.

X RAIL Enterprises, Inc. – 12% Convertible Note (May 21st, 2018)

This Note is free from all taxes, lie ns, 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.

Prospect – Prospect Capital Corporation 4.95% Convertible Notes Due 2022 (May 18th, 2018)

This Note shall bear interest at the rate of 4.95% per year from January 15, 2018, or from the most recent date to which interest had been paid or provided. Interest on this Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Except as otherwise provided in the Indenture, interest is payable semi-annually in arrears on each January 15 and July 15, commencing July 15, 2018, to Holders of record at the Close of Business on the preceding January 1 and July 1, respectively. Interest payable on each Interest Payment Date shall equal the amount of interest accrued from, and including the immediately preceding Interest Payment Date to but excluding such Interest Payment Date. To the extent lawful, payments of principal or interest (including Filing Additional Interest, if any) on the Notes that are not made when due will accrue interest at the annual rate of 1.0% above the then-applicable interest rate borne by the Notes from the required payment date in a

HealthLynked Corp – 10% Convertible Note (May 15th, 2018)

This Note 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.

Freeseas Inc – Convertible Note (May 15th, 2018)

FOR VALUE RECEIVED, FREESEAS INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the "Company"), hereby promises to pay to the order of MARINE PLUS S.A. or its registered assigns ("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), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, re

Freeseas Inc – Convertible Note (May 15th, 2018)

FOR VALUE RECEIVED, FREESEAS INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the "Company"), hereby promises to pay to the order of M. DALAKOS - I. FASSOLIS - N. THEOFANOPOULOS & PARTNERS LAW FIRM or its registered assigns ("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), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon t

Biolargo Inc. – Amendment to Convertible Note (May 14th, 2018)

THIS AMENDMENT TO CONVERTIBLE NOTE (the "Amendment") is entered into as of January 25, 2018 (the "Effective Date"), by and among BioLargo, Inc., a Delaware corporation ("BioLargo"), and Bruce Kelber ("Kelber"), with reference to the following described "Convertible Note":

Vet Online Supply Inc – 8% Convertible Note (May 7th, 2018)

This Note 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.

Jin Jie – 12% Convertible Note (April 17th, 2018)

This Note 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.

Fresh Medical Laboratories, Inc. – Prolung, Inc. Eight Percent (8%) Convertible Note (April 17th, 2018)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE 1933 ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND SUCH STATE STATUTES.

Heatwurx, Inc. – Convertible Note (April 17th, 2018)
Jin Jie – 12% Convertible Note (April 17th, 2018)

This Note 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.

Hancock Jaffe Laboratories, Inc. – Second Amended and Restated Convertible Note (April 16th, 2018)

THIS SECOND AMENDED AND RESTATED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Convertible Notes of Hancock Jaffe Laboratories, Inc, a Delaware corporation company (the "Company"), having its principal place of business at 70 Doppler Irvine, CA, 92618, (the "Note" and, collectively with the other Notes of such series, the "Notes").

Yummy Flies, Inc. – 12% Convertible Note (April 16th, 2018)

This Note 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.

Heatwurx, Inc. – Convertible Note (April 16th, 2018)
Hancock Jaffe Laboratories, Inc. – Amended and Restated Convertible Note (April 16th, 2018)

THIS AMENDED AND RESTATED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Convertible Notes of Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), having its principal place of business at 70 Doppler Irvine, California, 92618 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Greater Cannabis Company, Inc. – Convertible Note Due January 9, 2019 (April 2nd, 2018)

THIS CONVERTIBLE NOTE is a duly authorized and validly issued note of THE GREATER CANNABIS COMPANY, INC., a Florida corporation, (the "Borrower"), having its principal place of business at 244 2nd Avenue N., Suite 9, St. Petersburg, FL 33701, facsimile: (727) 547-7350, due September 14, 2018 (this note, the "Note").

Real Goods Solar – Real Goods Solar, Inc. [Series A][Series B] Senior [INSERT IN SERIES B NOTES ONLY: Secured] Convertible Note (April 2nd, 2018)

FOR VALUE RECEIVED, Real Goods Solar, Inc., a Colorado corporation (the "Company"), hereby promises to pay to the order of [BUYER] or its registered assigns ("Holder") the amount set forth 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, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default (as defined below) has occurred and is continuing, to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) from the Issuance Date until the same becomes due and payable, whether upon the Maturity Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This [Series A][Series B] Senior [INSERT IN SERIES B NOTES ONLY: Secured] Convertible Note (including all Senior [INSERT IN SERIES B N

Vet Online Supply Inc – 12% Convertible Note (April 2nd, 2018)

This Note 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.

X RAIL Enterprises, Inc. – 12% Convertible Note (April 2nd, 2018)

This Note is free from all taxes, lie ns, 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.

Max Sound – 8% Convertible Note (March 30th, 2018)

THIS 8% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% Convertible Notes issued at a 8% original issue discount by Max Sound Corporation., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Discount Dental Materials, Inc. – 10% Convertible Note (March 13th, 2018)

This Note 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.

Zlato Inc. – 10% Convertible Note (March 12th, 2018)

This Note 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.

Lingerie Fighting Championships, Inc. – 12% Convertible Note (March 12th, 2018)

This Note 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.

CONVERTIBLE NOTE DUE October 27, 2018 (March 1st, 2018)

THIS CONVERTIBLE NOTE is issued by Players Network, Inc., a Nevada corporation, (the "Borrower"), due October 27, 2018 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Hancock Jaffe Laboratories, Inc. – Convertible Note (January 26th, 2018)

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Convertible Notes of Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), having its principal place of business at 70 Doppler Irvine, California, 92618 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Bbooth, Inc. – 8% Convertible Note (January 26th, 2018)

This Note 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.

Hancock Jaffe Laboratories, Inc. – Amended and Restated Convertible Note (January 26th, 2018)

THIS AMENDED AND RESTATED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Convertible Notes of Hancock Jaffe Laboratories, Inc, a Delaware corporation company (the "Company"), having its principal place of business at 70 Doppler Irvine, CA, 92618, (the "Note" and, collectively with the other Notes of such series, the "Notes").

10% Convertible Note (January 25th, 2018)

This Note 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.

12% Convertible Note (January 18th, 2018)

This Note 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.