Convertible Note Sample Contracts

Medovex – 12% Convertible Note Due ______________, 201__1 (January 14th, 2019)

THIS 12% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Convertible Notes of Medovex Corp., a Nevada corporation (the "Company"), having its principal place of business at 3060 Royal Boulevard S., Suite 150, Alpharetta, Georgia 30022, designated as its 12% Convertible Note due ________________, 201__2 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Poverty Dignified, Inc. – 8% Convertible Note (January 14th, 2019)

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.

Poverty Dignified, Inc. – 10% Convertible Note (January 14th, 2019)

FOR VALUE RECEIVED, POVERTY DIGINIFIED, INC., a Nevada corporation ("Borrower" or "Company"), hereby promises to pay to the order of EMA FINANCIAL, LLC, a Delaware limited liability company, or its registered assigns (the "Holder"), on April 12, 2019, (subject to extension as set forth below, the "Maturity Date"), the sum of $83,500.00 as set forth herein, together with interest on the unpaid principal balance hereof at the rate of ten (10%) per annum (the "Interest Rate") from the date of issuance hereof until this Note plus any and all amounts due hereunder are paid in full, and any additional amounts set forth herein, including without limitation any Additional Principal (as defined herein). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four (24%) per annum from the due date thereof until the same is paid ("Default I

Biolargo Inc. – BioLargo, Inc. Convertible Note (January 11th, 2019)

FOR VALUE RECEIVED, BioLargo, Inc., a Delaware corporation with a par value of $0.00067 per common share ("Par Value") (the "Company"), hereby promises to pay to the order of Vista Capital 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).

Hemp Naturals, Inc. – 12% Convertible Note (December 28th, 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.

I-AM CAPITAL ACQUISITION Co – SERIES A-1 Exchange CONVERTIBLE NOTE (December 28th, 2018)

FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the "Company") promises to pay to MAXIM GROUP LLC or its registered assigns (the "Holder"), or shall have paid pursuant to the terms hereunder, the principal sum of $500,000 on the earlier of the closing date of the Acquisition Transaction or June 20, 2020 (the "Maturity Date") or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the "Other Notes", and together with this Note, the "Notes") issued in exchange (the "Exchange") for that certain Demand Secured Promissory Note (the "Original Security") originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and betwe

I-AM CAPITAL ACQUISITION Co – SERIES A-2 Exchange CONVERTIBLE NOTE (December 28th, 2018)

FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the "Company") promises to pay to MAXIM GROUP LLC or its registered assigns (the "Holder"), or shall have paid pursuant to the terms hereunder, the principal sum of $1,000,000 on June 20, 2020 (the "Maturity Date") or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the "Other Notes", and together with this Note, the "Notes") issued in exchange (the "Exchange") for that certain Demand Secured Promissory Note (the "Original Security") originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and between the Company and the Holder, dated as of December 20, 2018 (th

MMEX Mining Corp – Mmex Resources Corporation Convertible Note (December 11th, 2018)

FOR VALUE RECEIVED, MMEX Resources 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 Vista Capital 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).

Hemp Naturals, Inc. – 12% Convertible NOTE (November 29th, 2018)

THIS 12% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Convertible Notes issued at a 10% original issue discount by Hemp Naturals Inc., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Kempharm, Inc – KemPharm, Inc. 1180 Celebration Boulevard, Suite 103 Celebration, FL 34747 Re: Amendment to Convertible Note and Warrant Ladies and Gentlemen: (November 20th, 2018)

Reference is hereby made to (i) that certain Facility Agreement, dated as of June 2, 2014 (as the same may have been previously or in the future be amended, modified, restated or otherwise supplemented from time to time, the "Facility Agreement"), by and between KemPharm, Inc., a Delaware corporation (the "Company"), and Deerfield Private Design Fund III, L.P. (the "Lender"), (ii) that certain Senior Secured Convertible Note in the original principal amount of $10,000,000 issued by the Company to the Lender under the Facility Agreement on June 2, 2014 (as the same may have been previously or in the future be amended, modified, restated or otherwise supplemented from time to time, the "Convertible Note"), and (iii) that certain warrant (number W-74), deemed to be issued by the Company to the Lender under the Facility Agreement on June 2, 2014, relating to the right of the Lender to purchase from the Company 1,923,077 fully paid and nonassessable shares of common stock of the Company (as

Summit Semiconductor Inc. – Re:Senior Secured Original Issue Discount Convertible Note Payoff Letter (November 15th, 2018)

Reference is hereby made to (a) that certain Securities Purchase Agreement, dated as of May 17, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Purchase Agreement"), by and among Summit Semiconductor, Inc., a Delaware corporation (f/k/a Summit Semiconductor, LLC, a Delaware limited liability company) (the "Company"), and MARCorp Signal, LLC, a Delaware limited liability company (the "Purchaser") and (b) the Note issued by the Company to Purchaser on May 17, 2017 (as amended and updated from time to time, the "Note"). Capitalized terms used in this letter and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Ems Find, Inc. – Convertible Note Due September 21, 2019 (October 10th, 2018)

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Integrated Ventures, Inc., a Nevada corporation, (the "Borrower"), due September 21, 2019 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Ems Find, Inc. – Convertible Note Due September 21, 2019 (October 10th, 2018)

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Integrated Ventures, Inc., a Nevada corporation, (the "Borrower"), due September 21, 2019 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Klever Marketing Inc – 8% Convertible Note (October 5th, 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.

Jolley Marketing Inc – Convertible Note Due September 13, 2019 (September 27th, 2018)

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Creative Medical Technology Holdings, Inc., a Nevada corporation, (the "Borrower"), due September 20, 2019 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

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).