Convertible Promissory Note Sample Contracts

Lifeapps Digital Media Inc. – Convertible Promissory Note (April 20th, 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.

Newmarkt Corp. – Convertible Promissory Note (April 19th, 2018)

This Note carries an original issue discount of $US57,675.00 (the "OID"). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $US25,000.00 (the "Transactional Expense Amount") to the Holder or the Holder's designee, to cover the Holder's accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase of the Note, as well as $9,500.00 (the "Legal Fee") to Holder's attorney, to cover Holder's legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. The Purchase Price of this Note shall be $US384,500.00, computed as follows: $US442,175.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $US350,000.00, computed as follows: the purchase price of $US384,500.0

Innerscope Advertising Agency, Inc. – Convertible Promissory Note (April 17th, 2018)

This Note carries an original issue discount of $12,450.00 (the "OID"). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $8,000.00 (the "Transactional Expense Amount") to the Holder or the Holder's designee, to cover the Holder's accounting fees, due diligence fees, monitoring (including but not limited to ACH monitoring costs), and/or other transactional costs incurred in connection with the purchase of the Note, as well as $-0- (the "Legal Fee") to Holder's attorney, to cover Holder's legal review fees in connection with the purchase and sale of the Note, all of which are included in the initial principal balance of this Note. The Purchase Price of this Note shall be $83,000.00, computed as follows: $95,450.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $75,000.00, computed as follows: the purchase price of $83,000.00, less the Transactio

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

This Note carries a prorated original issue discount of $30,000.00 (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 $309,000.00, computed as follows: the Principal Amount minus the OID.

Butte Highlands Mining Company, Inc. – Convertible Promissory 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.

Butte Highlands Mining Company, Inc. – Convertible Promissory 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.

Innerscope Advertising Agency, Inc. – Convertible Promissory 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.

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

This Note carries an original issue discount of $11,550.00 (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 $153,450.00, computed as follows: the Principal Amount minus the OID.

Yummy Flies, Inc. – Convertible Promissory 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.

Yummy Flies, Inc. – Convertible Promissory 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.

Convertible Promissory Note (April 13th, 2018)

This convertible promissory note (the Note) was issued in reliance on the exemption provided in Rule 3(a)(9) of the Securities Act of 1933, as amended, pursuant to the terms of that certain Exchange Agreement, dated February 9, 2018 (the Exchange Agreement), by and between the Company and the Holder in exchange for that certain Warrant (as defined in the Exchange Agreement) originally issued on February 13, 2017 and shall be subject to the following terms (capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement):

Convertible Promissory Note (April 13th, 2018)

This convertible promissory note (the Note) was issued in reliance on the exemption provided in Rule 3(a)(9) of the Securities Act of 1933, as amended, pursuant to the terms of that certain Exchange Agreement, dated February 13 2018 (the Exchange Agreement), by and between the Company and the Holder in exchange for that certain Warrant (as defined in the Exchange Agreement) originally issued on February 13, 2017 and shall be subject to the following terms (capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement):

Convertible Promissory Note (April 13th, 2018)

This convertible promissory note (the Note) was issued in reliance on the exemption provided in Rule 3(a)(9) of the Securities Act of 1933, as amended, pursuant to the terms of that certain Exchange Agreement, dated February 21, 2018 (the Exchange Agreement), by and between the Company and the Holder in exchange for that certain Warrant (as defined in the Exchange Agreement) originally issued on February 13, 2017 and shall be subject to the following terms (capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement):

Convertible Promissory Note (April 13th, 2018)

This convertible promissory note (the Note) was issued in reliance on the exemption provided in Rule 3(a)(9) of the Securities Act of 1933, as amended, pursuant to the terms of that certain Exchange Agreement, dated February 21, 2018 (the Exchange Agreement), by and between the Company and the Holder in exchange for that certain Warrant (as defined in the Exchange Agreement) originally issued on February 13, 2017 and shall be subject to the following terms (capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement):

Convertible Promissory Note (April 13th, 2018)

This convertible promissory note (the Note) was issued in reliance on the exemption provided in Rule 3(a)(9) of the Securities Act of 1933, as amended, pursuant to the terms of that certain Exchange Agreement, dated as of February 6 2018 (the Exchange Agreement), by and between the Company and the Holder in exchange for that certain Warrant (as defined in the Exchange Agreement) originally issued on February 13, 2017 and shall be subject to the following terms (capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement):

Convertible Promissory Note (April 13th, 2018)

This convertible promissory note (the Note) was issued in reliance on the exemption provided in Rule 3(a)(9) of the Securities Act of 1933, as amended, pursuant to the terms of that certain Exchange Agreement, dated February 21, 2018 (the Exchange Agreement), by and between the Company and the Holder in exchange for that certain Warrant (as defined in the Exchange Agreement) originally issued on February 13, 2017 and shall be subject to the following terms (capitalized terms not defined herein shall have the meaning as set forth in the Exchange Agreement):

Premier Biomedical Inc – 8% Convertible Promissory Note Due May 31, 2018 (April 12th, 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 May 31, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Ample-Tee, Inc. – Airborne Wireless Network 10% Convertible Promissory Note Back End Note (April 5th, 2018)

FOR VALUE RECEIVED Airborne Wireless Network (the "Company") promises to pay to the order of Concord Holding Group, LLC, and its authorized successors and Permitted Assigns (as defined below) ("Holder"), the aggregate principal face amount of One Hundred Forty-Five Thousand Eight Hundred Thirty-Three Dollars exactly (U.S. $145,833.00) on March 30, 2019 ("Maturity Date"). The Company will pay interest on the principal amount outstanding at the rate of 10% per annum, which will commence on March 30, 2018. The Company acknowledges that this Note was issued with a $14,583.00 original issue discount ("OID") such that the issuance price was $131,250.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1080 Bergen St., Suite 240, Brooklyn, NY 11216, initially, and if changed, at the address last appearing on the records of th

Liberty Star Uranium & Metals Corp. – Convertible Promissory Note (April 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.

Ample-Tee, Inc. – Airborne Wireless Network 10% Convertible Promissory Note (April 5th, 2018)

FOR VALUE RECEIVED Airborne Wireless Network (the "Company") promises to pay to the order of Concord Holding Group, LLC, and its authorized successors and Permitted Assigns (as defined below) ("Holder"), the aggregate principal face amount of One Hundred Forty-Five Thousand Eight Hundred Thirty-Three Dollars exactly (U.S. $145,833.00) on March 30, 2019 ("Maturity Date"). The Company will pay interest on the principal amount outstanding at the rate of 10% per annum, which will commence on March 30, 2018. The Company acknowledges that this Note was issued with a $14,583.00 original issue discount ("OID") such that the issuance price was $131,250.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1080 Bergen St., Suite 240, Brooklyn, NY 11216, initially, and if changed, at the address last appearing on the records of th

American-Swiss Capital, Inc. – Convertible Promissory Note (April 4th, 2018)

FOR VALUE RECEIVED from, Kayam Consulting FZE, a United Arab Emirates / (corporation) ("Creditor"), hereby irrevocably promises and agrees to pay to the order of American-Swiss Capital Inc, a Delaware company listed on the OTC Exchange ("Debtor"), or at such other place as set forth herein or as designated in writing by the Holder (as defined below) hereof, in lawful money of the United States of America, the principal sum of Fifty Thousand Dollars ($50,000.00) (the "Principal Sum"), in connection therewith, all in accordance with the terms and conditions set forth below.

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

For good and valuable consideration, X Rail Entertainment, Inc., a NV corporation ("Maker") , hereby makes and delivers this Promissory Note (this "Note") in favor of East Shore Equities LLC, or its assigns ("Holder"), and hereby agrees as follows:

X RAIL Enterprises, Inc. – Convertible Promissory 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.

BioRestorative Therapies, Inc. – Amendment to Convertible Promissory Note (April 2nd, 2018)

This Amendment to Convertible Promissory Note (this "Amendment") is entered into as of January 15, 2018, by and between St. George Investments LLC, a Utah limited liability company ("Lender"), and BioRestorative Therapies, Inc., a Delaware corporation ("Borrower"). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Second Exchange Note (as defined below).

Vet Online Supply Inc – Convertible Promissory 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. – Convertible Promissory 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.

BioRestorative Therapies, Inc. – Amendment to Convertible Promissory Note (April 2nd, 2018)

This Amendment to Convertible Promissory Note (this "Amendment") is entered into as of February 15, 2018, by and between St. George Investments LLC, a Utah limited liability company ("Lender"), and BioRestorative Therapies, Inc., a Delaware corporation ("Borrower"). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Second Exchange Note (as defined below).

Great Plains Holdings, Inc. – Jerrick Media Holdings, Inc. Convertible Promissory Note (April 2nd, 2018)

FOR VALUE RECEIVED JERRICK MEDIA HOLDINGS, INC., a company organized under the laws of Nevada (the "Company"), hereby promises to pay to______________________________________ (the "Payee"), or its registered assigns, the principal amount of ___________________________ ($_____________.00 USD) together with interest thereon calculated from the Issuance Date ("Interest Commencement Date") in accordance with the provisions of this Convertible Promissory Note (as amended, modified and supplemented from time to time, this "Note" and together with any other Notes issued in the Note Issuance (as defined below) or upon transfer or exchange, the "Notes"). Capitalized terms not defined in this Note shall have the meaning ascribed to them in the Securities Purchase Agreement dated as of the date hereof.

Vet Online Supply Inc – Convertible Promissory 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.

Stratean Inc. – Principal Amount: $550,000.00 Issue Date: March 23, 2018 Purchase Price: $500,000.00 Original Issue Discount: $50,000.00 CONVERTIBLE PROMISSORY NOTE (April 2nd, 2018)

FOR VALUE RECEIVED, CLEANSPARK, INC., a Nevada corporation (hereinafter called the "Borrower" or "Company"), hereby promises to pay to the order of LABRYS FUND, LP, a Delaware limited partnership, or registered assigns (the "Holder") the sum of up to US$550,000.00, together with any interest as set forth herein, 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. The consideration to the Borrower for this Note is up to $500,000.00 (the "Consideration"). The Holder shall pay $200,000.00 of the Consideration (the "First Tranche") within a reasonable amount of time of the full execution of the transactional documents related to this Note. At the closing of the First Tranche, the outstanding principal amount under this Note shall be $220,000.00, consisting of the Fir

BioRestorative Therapies, Inc. – Amendment to Convertible Promissory Note (April 2nd, 2018)

This Amendment to Convertible Promissory Note (this "Amendment") is entered into as of January 15, 2018, by and between St. George Investments LLC, a Utah limited liability company ("Lender"), and BioRestorative Therapies, Inc., a Delaware corporation ("Borrower"). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Fourth Exchange Note (as defined below).

X RAIL Enterprises, Inc. – Convertible Promissory 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.

BioRestorative Therapies, Inc. – Convertible Promissory 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.

You On Demand Holdings Inc – Amendment No. 1 to Convertible Promissory Note (March 30th, 2018)

This AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE (the "Amendments"), effective as of December 31, 2017 (the "Effective Date"), is by and among Seven Stars Cloud Group, Inc., a Nevada corporation (the "Company") and BT Capital Global Limited, a British Virgin Islands company ("Purchaser"):

Max Sound – Convertible Promissory Note (March 30th, 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.