Convertible Promissory Note Sample Contracts

Praco – Convertible Promissory Note (December 10th, 2018)

This Note carries a prorated original issue discount of $12,000.00 (the "OID"), to cover the Holder's accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $109,500.00, computed as follows: the Principal Amount minus the OID.

Axim Biotechnologies, Inc. – Convertible Promissory Note (December 7th, 2018)

FOR VALUE RECEIVED, the undersigned, Axim Biotechnologies, Inc., a Nevada corporation ("Debtor"), promises to pay to the order of Atlas Sciences, LLC, a Utah limited liability company ("Holder"), at the corporate offices of Holder, or such other place as Holder may designate in writing, the principal amount of Four Million and 00/100 Dollars ($4,000,000), together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (360) day year and compounded on a semi-annual basis at a rate equal to Three and One Half Percent (3.5%) per annum (the "Interest Rate").

Convertible Promissory Note (December 4th, 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 Promissory Note (December 4th, 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 Promissory Note (December 4th, 2018)

This Note is free from all 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.

Medifirst Solutions, Inc. – Convertible Promissory Note (November 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.

Amended and Restated Convertible Promissory Note (November 26th, 2018)

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (this "Note") is made as of November 20, 2018, by and between Allure Global Solutions, Inc., a Georgia corporation (the "Borrower"), having its principal place of business at c/o Creative Realities, Inc., 13100 Magisterial Drive, Suite 100, Louisville, KY 40223, and Christie Digital Systems, Inc. (the "Lender").

Premier Biomedical Inc – 8% Convertible Promissory Note Due October 31, 2018 (November 26th, 2018)

THIS 8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 8% Convertible Promissory Note of Premier Biomedical, Inc. (the "Company"), having its principal place of business at P.O. Box 25, Jackson Center, PA 16133, designated as its 8% Convertible Note due October 31, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Premier Biomedical Inc – 8% Convertible Promissory Note Due October 31, 2018 (November 26th, 2018)

THIS 8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 8% Convertible Promissory Note of Premier Biomedical, Inc. (the "Company"), having its principal place of business at P.O. Box 25, Jackson Center, PA 16133, designated as its 8% Convertible Note due October 31, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

TWO RIVERS WATER & FARMING Co – Powderhorn Convertible Note Modification (Updated) AMENDMENT NO. 4 (Updated) OF NOVEMBER 15, 2018 TO 12.5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE (November 26th, 2018)

This AMENDMENT NO. 4 TO 12.5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE (this "Amendment"), is made as of November 15, 2018, by and between Two Rivers Water & Farming Company, a Colorado corporation with headquarters located at 3025 S. Parker Road, Ste. 140, Aurora, CO 80014 (the "Company"), and Powderhorn I, LP, a Delaware limited partnership with its address at c/o Lucosky Brookman LLP, 101 Wood Avenue South, 5th Floor, Woodbridge, NJ 08830 (the "Holder"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the 12.5% Original Issue Discount Convertible Promissory Note due February 9, 2018 issued by the Company to the Holder on February 9, 2018 (as amended hereby, the "Note") and by reference incorporate executed Amendments 1, 2, and 3.

Mount TAM Biotechnologies, Inc. – Third Amendment to Amended and Restated Convertible Promissory Note (November 20th, 2018)

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (this "Amendment") is entered into as of November 14, 2018, by and between MOUNT TAM BIOTECHNOLOGIES, INC., a Nevada corporation ("Maker"), and 0851229 BC Ltd. ("Holder").

Mount TAM Biotechnologies, Inc. – Second Amendment to Convertible Promissory Note (November 20th, 2018)

THIS SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this "Amendment") is entered into as of November 14, 2018, by and between MOUNT TAM BIOTECHNOLOGIES, INC., a Nevada corporation ("Maker"), and Fromar Investments, LP ("Holder").

Butte Highlands Mining Company, Inc. – Convertible Promissory Note (November 19th, 2018)

FOR VALUE RECEIVED, IRONCLAD ENCRYPTION CORPORATION, a Delaware corporation (hereinafter called the "Borrower") (Trading Symbol: IRNC), hereby promises to pay to the order of AUCTUS FUND, LLC, a Delaware limited liability company, or registered assigns (the "Holder") the sum of US$181,170.00 together with any interest as set forth herein, on July 26, 2019 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of twelve percent (12%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein with the written consent of the Holder which may be withheld for any reason or for no reason. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) twenty-four percent

ASAP Expo, Inc. – Convertible Promissory Note (November 14th, 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.

ASAP Expo, Inc. – Convertible Promissory Note (November 14th, 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 Promissory Note (November 13th, 2018)

This Note carries an OID of $90,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the "Transaction Expense Amount"), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note and the Warrants (as defined in the Purchase Agreement) shall be $900,000.00 (the "Purchase Price"), computed as follows: $1,000,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Notes (as defined in the Purchase Agreement) and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). This Note shall be comprised of seven (7) tranches (each, a "Tranche"), consisting of (i) an initial Tr

Vet Online Supply Inc – Convertible Promissory Note (November 8th, 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.

10% Fixed Convertible Promissory Note of Advantego Corporation (November 2nd, 2018)

This Note is a duly authorized Fixed Convertible Promissory Note of Advantego Corporation a corporation duly organized and existing under the laws of the State of Colorado (the "Company"), designated as the Company's 10% Fixed Convertible Promissory Note due January 11, 2019 ("Maturity Date") in the principal amount of $50,000 (the "Note").

Sequans Communications S.A. Amendment No. 3 to Convertible Promissory Note (October 30th, 2018)

This Amendment No. 3 to Convertible Promissory Note (the "Amendment") is made as of September 27, 2018 by and between Sequans Communications S.A., a societe anonyme incorporated in the French Republic (the "Company") and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Purchaser" and together with the Company, the "Parties") and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the "Note"), as amended on June 30, 2017 and October 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the "Purchase Agreement"), between the Company and the several purchasers party thereto, including the Purchaser. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.

Sequans Communications S.A. Convertible Promissory Note (October 30th, 2018)

SEQUANS COMMUNICATIONS S.A., a societe anonyme incorporated in the French Republic (the "Company"), hereby promises to pay to the order of Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Purchaser"), the principal amount of Four Million, Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) plus the portion of the Accreted Principal Amount (as defined below) in excess thereof. This Note is being issued pursuant to a Convertible Note Agreement, dated as of April 14, 2015 (the "Purchase Agreement"), between the Company and the Purchaser. The Purchase Agreement contains terms governing the rights of the holder of this Note, and all provisions of the Purchase Agreement are hereby incorporated herein in full by reference. Unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement.

Sequans Communications S.A. Amendment No. 4 to Convertible Promissory Note (October 30th, 2018)

This Amendment No. 4 to Convertible Promissory Note (the "Amendment") is made as of October 26, 2018 by and between Sequans Communications S.A., a societe anonyme incorporated in the French Republic (the "Company") and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Purchaser" and together with the Company, the "Parties") and is made with reference to the Convertible Promissory Note issued as of April 14, 2015 (the "Note"), as amended on June 30, 2017, October 30, 2017 and September 27, 2018, under and pursuant to that certain Convertible Note Agreement, dated as of April 14, 2015 (the "Purchase Agreement"), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.

Sequans Communications S.A. Amendment No. 4 to Convertible Promissory Note (October 30th, 2018)

This Amendment No. 4 to Convertible Promissory Note (the "Amendment") is made as of October 26, 2018 by and between Sequans Communications S.A., a societe anonyme incorporated in the French Republic (the "Company") and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Purchaser" and together with the Company, the "Parties") and is made with reference to the Convertible Promissory Note issued as of April 27, 2016 (the "Note"), as amended on June 30, 2017, October 30, 2017 and September 27, 2018, under and pursuant to that certain Convertible Note Agreement, dated as of April 27, 2016 (the "Purchase Agreement"), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.

Sequans Communications S.A. Amendment No. 3 to Convertible Promissory Note (October 30th, 2018)

This Amendment No. 3 to Convertible Promissory Note (the "Amendment") is made as of September 27, 2018 by and between Sequans Communications S.A., a societe anonyme incorporated in the French Republic (the "Company") and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Purchaser" and together with the Company, the "Parties") and is made with reference to the Convertible Promissory Note issued as of April 14, 2015 (the "Note"), as amended on June 30, 2017 and October 30, 2017, under and pursuant to that certain Convertible Note Agreement, dated as of April 14, 2015 (the "Purchase Agreement"), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.

Amendment No. 1 to Convertible Promissory Note (October 30th, 2018)

This Amendment No. 1 to Convertible Promissory Note (the "Amendment") is made as of October 26, 2018 by and between Sequans Communications S.A., a societe anonyme incorporated in the French Republic (the "Company") and Nokomis Capital Master Fund, LP, a Cayman Islands exempted limited partnership (the "Purchaser" and together with the Company, the "Parties") and is made with reference to the Convertible Promissory Note issued as of September 27, 2018 (the "Note"), under and pursuant to that certain Convertible Note Agreement, dated as of April 14, 2015 (the "Purchase Agreement"), between the Parties. Unless otherwise indicated herein, capitalized terms used herein have the same meanings set forth in the Purchase Agreement.

Youngevity International, Inc. – Reference Is Made to That Certain 8% Series a Convertible Promissory Note (The "Note"), Due July 30, 2019, in the Principal Amount of $4,000,000 Issued to You by Youngevity International, Inc. (The "Company"). (October 29th, 2018)

This letter shall serve as written confirmation of your agreement to exchange all amounts owed under the Note, including the principal amount of the Note, for 747,664 shares of common stock of the Company upon the Company's receipt of stockholder approval for such exchange in accordance with Nasdaq Rule 5635(d ) and applicable SEC rules and regulations. As part of the exchange, and subject to our receipt of stockholder approval for the warrant issuance in accordance with Nasdaq Rule 5635(d) and applicable SEC rules and regulations, we also agree to issue to you a four-year warrant to purchase 631,579 shares of common stock of the Company at an exercise price of $4.75 per share.

Desert Hawk Gold Corp. – Amendment to Amended and Restated 15% Convertible Promissory Note (October 26th, 2018)

This Amendment to the Amended and Restated 15% Convertible Promissory Note (this "Amendment"), dated effective February 28, 2018, is by and between Desert Hawk Gold Corp., a Nevada corporation (the "Company"), on the one hand, and West C Street, LLC (the "Holder"), on the other hand. The Company and the Holder will be referred to individually as a "Party" and collectively as the "Parties." Any capitalized terms not defined in this Amendment will have the meaning set forth in the Amended and Restated 15% Convertible Promissory Note dated July 14, 2010, as amended, issued by the Company to the Holder (the "Note"), attached hereto as Exhibit A.

Desert Hawk Gold Corp. – Amendment to Amended and Restated 15% Convertible Promissory Note (October 26th, 2018)

This Amendment to the Amended and Restated 15% Convertible Promissory Note (this "Amendment"), dated effective February 28, 2018, is by and between Desert Hawk Gold Corp., a Nevada corporation (the "Company"), on the one hand, and Ibearhouse, LLC (the "Holder"), on the other hand. The Company and the Holder will be referred to individually as a "Party" and collectively as the "Parties." Any capitalized terms not defined in this Amendment will have the meaning set forth in the Amended and Restated 15% Convertible Promissory Note dated July 14, 2010, as amended, issued by the Company to the Holder (the "Note"), attached hereto as Exhibit A.

Hemp Naturals, Inc. – Convertible Promissory Note (October 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.

Convertible Promissory Note (October 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.

Biolargo Inc. – Convertible Promissory Note (October 22nd, 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 Promissory Note (October 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.

Medifirst Solutions, Inc. – Convertible Promissory Note (October 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.

Hypersolar Inc – Convertible Promissory Note (October 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.

Bionik Laboratories Corp. – Bionik Laboratories Corp. Convertible Promissory Note (October 12th, 2018)

This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of the date hereof, or series of like subscription agreements (individually or collectively, the "Subscription Agreement"), among the Company and the subscribers named therein, pursuant to which the Company is seeking to borrow up to $5,000,000 (the "Offering").

Ems Find, Inc. – Convertible Promissory Note (October 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.