Convertible Promissory Note Sample Contracts

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.

Convertible Promissory Note (October 9th, 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

Klever Marketing Inc – Convertible Promissory 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.

Regen BioPharma Inc – Convertible Promissory Note (October 4th, 2018)

FOR VALUE RECEIVED, Regen BioPharma, Inc., a Nevada corporation (the "Issuer" of this Security) issues this Security and promises to pay to Zander Therapeutics, Inc., a Nevada corporation, or its Assignees (the "Investor") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon both of execution by both parties and delivery of the payment of Consideration by the Investor (the "Effective Date").

Zander Therapeutics, Inc – Convertible Promissory Note (October 4th, 2018)

FOR VALUE RECEIVED, Regen BioPharma, Inc., a Nevada corporation (the "Issuer" of this Security) issues this Security and promises to pay to Zander Therapeutics, Inc., a Nevada corporation, or its Assignees (the "Investor") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon both of execution by both parties and delivery of the payment of Consideration by the Investor (the "Effective Date").

Convertible Promissory Note (October 1st, 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.

SECOND AMENDMENT TO PAYMEON, INC. (A Nevada Corporation) CONVERTIBLE PROMISSORY NOTE Dated October 22, 2015 (September 27th, 2018)

This Second Amendment to the above-referenced promissory note (hereinafter referred to as the Note), between PayMeOn, Inc., as Borrower, and Mark Lechter and Scott Balson, as Holder or Lender shall be effective upon execution. Borrower and Holder/Lender shall collectively be referred to as the Parties. This Amendment shall control in the event of conflict between the terms herein and the terms in the Note. Any terms in the Note not specifically addressed herein shall remain in full force and effect, and shall be read and construed in a manner consistent with the terms herein.

Saban Capital Acquisition Corp. – Amendment No. 1 to Saban Capital Acquisition Corp. Convertible Promissory Note (September 27th, 2018)
Mount TAM Biotechnologies, Inc. – Amendment to Convertible Promissory Note (September 26th, 2018)

THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this "Amendment") is entered into as of September 24, 2018, by and between MOUNT TAM BIOTECHNOLOGIES, INC., a Nevada corporation ("Maker"), and Fromar Investments, LP ("Holder").

Mount TAM Biotechnologies, Inc. – Second Amendment to Amended and Restated Convertible Promissory Note (September 26th, 2018)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (this "Amendment") is entered into as of September 24, 2018, by and between MOUNT TAM BIOTECHNOLOGIES, INC., a Nevada corporation ("Maker"), and 0851229 BC Ltd. ("Holder").

FMC GlobalSat Holdings, Inc. – Fmc Globalsat Holdings, Inc. Convertible Promissory Note (September 26th, 2018)

This FMC GlobalSat Holdings, Inc. Convertible Promissory Note (this "Note") is made as of the Issue Date set forth above, by FMC GlobalSat Holdings, Inc., a Delaware corporation (the "Company"), in favor of CHRISTOPHER MACDONALD, an individual (the "Holder"). For value received, the Company promises to pay Holder, the Principal Amount set forth above. Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to eight percent (8%) per annum, compounded annually. This Note is issued pursuant to that certain Note Purchase Agreement dated as of the Issue Date (such agreement, as amended from time to time thereafter, the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached to the Purchase Agreement as Exhibit A, and is subject to the provisions thereof. This Note is also subject to the following terms and conditions.

Envision Solar International, Inc. – Amended and Restated Convertible Promissory Note (September 24th, 2018)

FOR VALUE RECEIVED, Envision Solar International, Inc., a Nevada corporation (the "Maker") hereby promises to pay to the order of Desmond Wheatley, an individual (the "Payee"), at __________________ San Diego, California _____, the principal sum equal to the amount outstanding indicated on Schedule A of this note (the "Note") reflecting deferred salary due to the Payee pursuant to that certain Employment Agreement by and between the Maker and the Payee, dated January 1, 2016 (the "Employment Agreement"), not to exceed Two Hundred Fifty Thousand Dollars and Eighty Cents ($250,000.80), bearing simple interest on outstanding principal at the rate of ten percent (10%) per annum, payable principal and accrued but unpaid interest in full on December 31, 2020 (the "Maturity Date"), unless accelerated to a date described in Section 8.1(a), 8.1(b), 8.1(c), or 8.1(d) of the Employment Agreement, or unless sooner converted by Payee in accordance with Sections 2 and 3 of this Note and consistent w

Indoor Harvest Corp – 8% Fixed Convertible Promissory Note of Indoor Harvest Corp. (September 20th, 2018)

This Note is a duly authorized Fixed Convertible Promissory Note of Indoor Harvest Corp., a corporation duly organized and existing under the laws of the State of Texas (the "Company"), designated as the Company's 8% Fixed Convertible Promissory Note in the principal amount of $550,000 (the "Note"). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Holder, defined below, (the "Effective Date").

Convertible Promissory Note (September 20th, 2018)
EpiCept Corporation – Convertible Promissory Note (September 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.

10% Fixed Convertible Promissory Note of Advantego Corporation (September 18th, 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").

Praco – Convertible Promissory Note (September 13th, 2018)

FOR VALUE RECEIVED, ARISTA FINANCIAL CORP., a Nevada corporation (hereinafter called the "Borrower" or the "Company"), hereby promises to pay to the order of FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC, a Delaware limited liability company, or registered assigns (the "Holder"), in the form of lawful money of the United States of America, the principal sum of $137,500.00, which amount is the $125,000.00 actual amount of the purchase price (the "Consideration") hereof plus an original issue discount in the amount of $12,500.00 (the "OID") (subject to adjustment herein) (the "Principal Amount") and to pay interest on the unpaid Principal Amount hereof at the rate of eight percent (8%) (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, as further provided herein. The maturity date shall be nine (9) months from the Issue Date (each a "Maturity Date"), and is the d

Convertible Promissory Note (September 13th, 2018)
Convertible Promissory 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.

Convertible Promissory 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.

ResortHealthcare – Convertible Promissory Note (September 6th, 2018)

XSport Global, Inc., (hereinafter called the "Borrower"), hereby promises to pay to the order of Kristi Greeson Griggs, or its registered assigns (the "Holder") the sum of $30,000, together with any interest as set forth herein, on August 10th, 2018 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of Five percent (5%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable

Alliance MMA, Inc. – 10% Convertible Promissory Note (September 5th, 2018)

THIS 10% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Promissory Notes of Alliance MMA, Inc., a Delaware corporation (the "Company"), having its principal place of business at 590 Madison Avenue, New York, NY 10022, designated as its 10% Convertible Promissory Notes due 2019 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

TWO RIVERS WATER & FARMING Co – Amendment to 12.5% Original Issue Discount Convertible Promissory Note Due February 9, 2019 (September 5th, 2018)

This AMENDMENT TO 12.5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE (this "Amendment"), dated as of August 31, 2018, is entered into by and between Two Rivers Water & Farming Company, a Colorado corporation (the "Company"), and Powderhorn I, LP, a Delaware limited partnership or its assigns (the "Holder"). Capitalized terms not defined herein have the meanings ascribed in the Transaction Documents, as defined in the Agreement as defined herein.

Newmarkt Corp. – Convertible Promissory Note (September 5th, 2018)

FOR VALUE RECEIVED, Ozop Surgical Corp., a Nevada corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of More Capital LLC., or registered assigns (the "Holder") the sum of $55,000 together with any interest as set forth herein, on March 1, 2019 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of eight 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. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the bas

Newmarkt Corp. – Convertible Promissory Note (September 5th, 2018)

This Note carries an original issue discount of $US44,250.00 (the "OID"). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $US15,000.00 (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 $US295,000.00, computed as follows: $US339,250.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $US280,000.00, computed as follows: the purchase price of $US295,000.00, le

MAGELLAN GOLD Corp – Amendment Number 1 to Convertible Promissory Note (September 5th, 2018)

This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of August 30, 2018 by MAGELLAN GOLD CORPORATION, a Nevada corporation (the "Maker"); and POWER UP LENDING GROUP LTD., a Virginia corporation ("Holder"), to amend the Convertible Promissory Note dated August 20, 2018 in favor of Holder (the "Note").

Seelos Therapeutics, Inc. Convertible Promissory Note (August 31st, 2018)

This Note is one out of a contemplated group of convertible promissory notes [that may][to] be issued by the Company from time to time (collectively, the "Notes") pursuant to the terms of that certain Convertible Note Purchase Agreement by and among the Company and Lenders (the "Agreement"). Capitalized terms used and not otherwise defined herein are intended to have the meanings given to them in the Agreement.

Avalon Oil And Gas – Convertible Promissory Note (August 28th, 2018)

This Note carries an original issue discount of $30,000.00 (the "OID"). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $10,000.00 (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 $200,000.00, computed as follows: $230,000.00 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $190,000.00, computed as follows: the purchase price of $200,000.00, less the

Klever Marketing Inc – Convertible Promissory Note (August 27th, 2018)

This Note carries an original issue discount of $7,000 (the "OID"). In addition, the Borrower shall authorize the Holder, pursuant to a disbursement memorandum dated on or around the Issue Date, to pay $7,000.00 (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, all of which are included in the initial principal balance of this Note. The Purchase Price of this Note shall be $132,000, computed as follows: $152,000 initial principal balance less the OID. Accordingly, the net amount to be received by the Company shall be $125,000, computed as follows: the purchase price of $132,000, less the Transactional Expense Amount.

Vet Online Supply Inc – Vet Online Supply, Inc. 12% Convertible Promissory Note (August 27th, 2018)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE 1933 ACT)

Vet Online Supply Inc – Convertible Promissory Note (August 27th, 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.