Convertible Note Sample Contracts

Stratean Inc. – 12% Convertible Note (September 11th, 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.

8% Convertible Note (September 10th, 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.

Kodiak Sciences Inc. – Convertible Note (September 7th, 2018)

This Note (a) is one of the Notes referred to in the Convertible Note Purchase and Security Agreement (the Note Purchase Agreement) dated as of August [ ], 2017 by and among the Company, the Guarantors from time to time party hereto, the purchasers from time to time party hereto and Baker Bros. Advisors LP, as a agent and as collateral agent for the purchasers and (b) is subject to the provisions of the Note Purchase Agreement. This Note is convertible as provided in the Note Purchase Agreement. This Note is secured and guaranteed as provided in the Note Purchase Agreement and the Note Documents. Reference is hereby made to the Note Purchase Agreement and the Note Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

Broadleaf Capital Partners Inc. – Convertible Note (August 27th, 2018)

FOR VALUE RECEIVED, TimefireVR Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of ______________________, or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof, including a Four (4%) percent Origination Fee equal to Six Thousand Dollars ($6250.00) and No Cents), providing a total funded amount of One Hundred and Fifty Thousand ($150,000.00) Dollars and No Cents, 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 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" or the "Subscription Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversi

E-Debit Global Corpo – Greenlink International Inc. Announces the Corporation's Conversion of a Convertible Note of $1,038,125 to 51,906,250 Common Shares of Corporation at a Price of $0.02 Per Common Share. (August 24th, 2018)

Tacoma, Washington - GreenLink International Inc. ("GreenLink" or the "Corporation") previously E-Debit Global Corporation, secured advances via a Promissory Note with an effective Date of October 1, 2017 in the amount of $350,0000 (attached as Exhibit 1) and a Promissory Note with an Effective Date of January 1, 2018 (attached as Exhibit 2) from Paul M. Donion, PLLC Trust (an unrelated third party investor) ('Investor") to finance the purchase of Assets of AGH WA, LLC and to support related administrative costs associated to the Corporation.

Core Lithium Corp. – Convertible Note (August 22nd, 2018)

FOR VALUE RECEIVED, ALL AMERICAN ENERGY HOLDINGS, INC., a Nevada corporation (hereinafter called the "BORROWER"), hereby promises to pay to the order PIEDRA GROUP LTD. (the "HOLDER"), the sum of $183,275, with any accrued and unpaid interest on or before February 28, 2018 (the "Maturity Date").

Jin Jie – Date of Issuance: 7 June 2018 Euro 282,332.00 NON-INTEREST BEARING CONVERTIBLE NOTE DUE 1 September 2018 (August 20th, 2018)

THIS NOTE is a duly authorized and issued non-interest bearing convertible note of Blue Sphere Corp. a Nevada corporation having a principal place of business at 301 McCullough Drive, 4th floor, Charlotte, NC 28262, United States (the "Company"), due 1 September 2018 (the "Note").

Max Sound – 8% Convertible Note (August 14th, 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").

10% Convertible Note (August 10th, 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.

Summit Semiconductor Inc. – AMENDMENT TO Series F Senior Secured 15% Convertible Note (July 23rd, 2018)

This AMENDMENT TO SERIES F Senior Secured 15% Convertible Note (this "Amendment") dated as of July [__], 2018, and effective as of June 30, 2018 (the "Effective Date") is entered into by Summit Semiconductor, Inc., a Delaware corporation (the "Company"), and [HOLDER] or [his/her/its] assigns (the "Holder").

Summit Semiconductor Inc. – Series F Senior Secured 15% Convertible Note Due June 30, 2018 (July 2nd, 2018)

THIS SERIES F SENIOR SECURED 15% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Secured Convertible Notes of Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"), having its principal place of business at 20575 NW Von Neumann Dr., Ste. 100 Beaverton, OR, 97006, designated as its Series F Senior Secured 15% Convertible Note due June 30, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Summit Semiconductor Inc. – Senior Secured Original Issue Discount Convertible Note Due June 1, 2017 (July 2nd, 2018)

THIS SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE is a duly authorized and validly issued Senior Secured Original Issue Discount Convertible Notes of Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"), having its principal place of business at 20575 NW Von Neumann Dr., Ste. 100 Beaverton, OR, 97006, designated as its Senior Original Issue Discount Convertible Note due June 1, 2017 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Summit Semiconductor Inc. – Senior Secured Original Issue Discount Convertible Note (July 2nd, 2018)

THIS SENIOR SECURED ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Original Issue Discount Convertible Notes of Summit Semiconductor, LLC, a Delaware limited liability company (the "Company"), having its principal place of business at 20575 NW Von Neumann Dr., Ste. 100 Beaverton, OR, 97006, designated as its Senior Original Issue Discount Convertible Note (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Aurora Mobile Ltd – Definitive Certificate for the Convertible Notes (June 29th, 2018)

This is to certify that MERCER INVESTMENTS (SINGAPORE) PTE. LTD. is the registered holder of US$30,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the Notes) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

Aurora Mobile Ltd – Definitive Certificate for the Convertible Notes (June 29th, 2018)

This is to certify that MANDRA IBASE LIMITED is the registered holder of US$5,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the Notes) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

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.

Aurora Mobile Ltd – Definitive Certificate for the Convertible Notes (June 1st, 2018)

This is to certify that MANDRA IBASE LIMITED is the registered holder of US$5,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the Notes) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

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).

Aurora Mobile Ltd – Definitive Certificate for the Convertible Notes (June 1st, 2018)

This is to certify that MERCER INVESTMENTS (SINGAPORE) PTE. LTD. is the registered holder of US$30,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the Notes) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

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.

Kodiak Sciences Inc. – Convertible Note (April 30th, 2018)

This Note (a) is one of the Notes referred to in the Convertible Note Purchase and Security Agreement (the Note Purchase Agreement) dated as of August [ ], 2017 by and among the Company, the Guarantors from time to time party hereto, the purchasers from time to time party hereto and Baker Bros. Advisors LP, as a agent and as collateral agent for the purchasers and (b) is subject to the provisions of the Note Purchase Agreement. This Note is convertible as provided in the Note Purchase Agreement. This Note is secured and guaranteed as provided in the Note Purchase Agreement and the Note Documents. Reference is hereby made to the Note Purchase Agreement and the Note Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect 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.