Debenture Sample Contracts

Industrea Acquisition Corp. – CAMFAUD GROUP LIMITED AND OTHERS as Chargors and Guarantors and WELLS FARGO CAPITAL FINANCE (UK) LIMITED as UK Security Agent UK Debenture Condor House 5-10 St. Paul's Churchyard London EC4M 8AL Tel. +44 (0)20 3201 5000 Fax: +44 (0)20 3201 5001 www.morganlewis.com Contents (December 10th, 2018)

Clause Page 1 Definitions and Interpretation 1 2 Covenant to pay 4 3 Creation of Security 5 4 Nature of Security Created 7 5 Restrictions 7 6 Conversion of Floating Charge 7 7 Representations and Warranties 8 8 Undertakings 9 9 Shares and Investments 12 10 Enforcement 12 11 Appointment and powers of Receivers 13 12 Protection of purchasers 14 13 Protection of the Secured Parties and Receivers 14 14 Further Assurances 15 15 Power of Attorney 16 16 Preservation of Security 16

Debenture (December 6th, 2018)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Home BancShares, Inc. – FORM OF SUBORDINATED DEBENTURE HOME BANCSHARES, INC., an Arkansas Corporation, as Issuer and as Trustee SUBORDINATED INDENTURE Dated as of , 20 Subordinated Debt Securities (November 30th, 2018)

SUBORDINATED INDENTURE, dated as of , (the Indenture), among HOME BANCSHARES, INC., a corporation duly organized and existing under the laws of the State of Arkansas (the Company), having its principal office at 719 Harkrider, Suite 100, Conway, Arkansas 72032, and (the Trustee).

Parallax Health Sciences, Inc. – Signing Debenture (November 26th, 2018)
Parallax Health Sciences, Inc. – Signing Debenture (November 26th, 2018)
Signing Debenture (November 16th, 2018)

This Debenture is one of the Debentures referred to in the Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of January 12, 2018, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement. This Debenture is subject to the provisions of the Securities Purchase Agreement and further is subject to the following additional provisions:

Debenture (November 13th, 2018)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

EpiCept Corporation – Form of Debenture (October 10th, 2018)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Debenture (October 9th, 2018)

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

Extension of Debenture Maturity Date (October 5th, 2018)

Debenture dated January 10, 2013, with an original face amount of US$1,500,000 issued by the Company to Dr. Isa Odidi and Dr. Amina Odidi (the "Debenture") and the Maturity Date (as defined in the Debenture) of such Debenture

Excel Global – PERSHING GOLD CORPORATION and AMERICAS SILVER CORPORATION Convertible SECURED Debenture October 1, 2018 (October 4th, 2018)

Article 1 payment ETC. 1 Section 1.1 Principal Amount; Funding 1 Section 1.2 Interest 2 Section 1.3 Taxes 3 Section 1.4 Mandatory Prepayment upon Termination of the Merger Agreement 3 Section 1.5 Manner of Election of Conversion Option 5 Section 1.6 Fees and Expenses 5 Section 1.7 Security 5 Article 2 INTERPRETATION 5 Section 2.1 Definitions 5 Section 2.2 Interpretation 10 Section 2.3 Currency 10 Section 2.4 Accounting Terms 10 Article 3 CONDITIONS PRECEDENT TO FUNDING 11 Section 3.1 Conditions Precedent to Funding the Initial Drawn Amount 11 Section 3.2 Conditions Precedent to Subsequent Fundings 12 Article 4 REPRESENTATIONS AND WARRANTIES 12 Section 4.

Excel Global – PERSHING GOLD CORPORATION and AMERICAS SILVER CORPORATION Convertible SECURED Debenture October 1, 2018 (October 4th, 2018)

Article 1 payment ETC. 1 Section 1.1 Principal Amount; Funding 1 Section 1.2 Interest 2 Section 1.3 Taxes 3 Section 1.4 Mandatory Prepayment upon Termination of the Merger Agreement 3 Section 1.5 Manner of Election of Conversion Option 5 Section 1.6 Fees and Expenses 5 Section 1.7 Security 5 Article 2 INTERPRETATION 5 Section 2.1 Definitions 5 Section 2.2 Interpretation 10 Section 2.3 Currency 10 Section 2.4 Accounting Terms 10 Article 3 CONDITIONS PRECEDENT TO FUNDING 11 Section 3.1 Conditions Precedent to Funding the Initial Drawn Amount 11 Section 3.2 Conditions Precedent to Subsequent Fundings 12 Article 4 REPRESENTATIONS AND WARRANTIES 12 Section 4.

B.A.T. Netherlands Finance B.V. – THIRTIETH SUPPLEMENTAL TRUST DEED 25 MAY 2018 B.A.T. INTERNATIONAL FINANCE p.l.c. And B.A.T CAPITAL CORPORATION and BRITISH AMERICAN TOBACCO HOLDINGS (THE NETHERLANDS) B.V. And B.A.T. NETHERLANDS FINANCE B.V. And BRITISH AMERICAN TOBACCO p.l.c. And THE LAW DEBENTURE TRUST CORPORATION p.l.c. Further Modifying and Restating the Trust Deed Dated 6 July 1998 (As Previously Modified and Restated) Relating to the U.S.$3,000,000,000 (Now PS25,000,000,000) Euro Medium Term Note Programme Allen & Overy LLP (October 2nd, 2018)
10% CONVERTIBLE TERM DEBENTURE DUE: September 1, 2020 (September 20th, 2018)
Pacific Special Acquisition Corp. – As Lender DEBENTURE (Constituting a Fixed and Floating Charge Over All the Assets Of (September 14th, 2018)
Pacific Special Acquisition Corp. – As Lender DEBENTURE (Constituting a Fixed and Floating Charge Over All the Assets of BORQS Hong Kong Limited) (September 14th, 2018)
Evans Brewing Co Inc. – Signing Debenture (August 28th, 2018)

This Debenture is one of the Debentures referred to in the Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of August 13, 2018, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement. This Debenture is subject to the provisions of the Securities Purchase Agreement and further is subject to the following additional provisions:

Riverside Hospital Inc – HCA INC., THE GUARANTORS NAMED ON SCHEDULE I HERETO, LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent INDENTURE Dated as of August 1, 2011 Debt Securities (August 9th, 2018)
Pacific Special Acquisition Corp. – Debenture (July 2nd, 2018)
Pacific Special Acquisition Corp. – Date: 30 April 2018 BORQS Hong Kong Limited as Chargor Partners for Growth V, L.P. As Lender DEBENTURE (Constituting a Fixed and Floating Charge Over All the Assets of BORQS Hong Kong Limited) (July 2nd, 2018)
Signing Debenture (June 26th, 2018)

This Debenture is one of the Debentures referred to in the Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of June 13, 2018, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement. This Debenture is subject to the provisions of the Securities Purchase Agreement and further is subject to the following additional provisions:

Pressure BioSciences, Inc. – Re: Agreement to Convert Debentures; Agreement to Amend Debenture Warrants; Agreement to Receive New Warrants (June 15th, 2018)

Reference is made to that certain Subscription Agreement (the "Subscription Agreement"), entered into between July 22, 2015 and March 31, 2016 by and among Pressure BioSciences, Inc. (the "Company") and the holders of the Company's Senior Secured Convertible Debentures (the "Debenture Holders"); and those certain Senior Secured Convertible Debentures (each a "Debenture" and, together, the "Debentures") and Common Stock Purchase Warrants issued in connection therewith (the "Debenture Warrants" and, together with the Subscription Agreement and Debentures, the "Debenture Documents"). You are being sent this letter as you are currently the holder of: (i) a Debenture pursuant to which you are owed principal along with accrued interest (the "Debenture Obligation"); and (ii) Debenture Warrants.

Fat Brands, Inc – Fat Brands, Inc. Senior Secured Redeemable Debenture (May 3rd, 2018)

This SENIOR SECURED REDEEMABLE DEBENTURE (the "Debenture") is issued, dated and effective as of April 27, 2018 (the "Effective Date"), by FAT BRANDS, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the "Holder") pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection with that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Company and the Holder (the "Purchase Agreement"). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

China Online Education Group – DEBENTURE Constituting a Fixed and Floating Charge Over All the Assets of 51Talk English International Limited by 51TALK ENGLISH INTERNATIONAL LIMITED (As Chargor) in Favour Of (April 24th, 2018)
China Online Education Group – DEBENTURE Constituting a Fixed and Floating Charge Over All the Assets of China Online Education (HK) Limited by CHINA ONLINE EDUCATION (HK) LIMITED (As Chargor) in Favour Of (April 24th, 2018)
Jin Jie – [Second/Third] Amendment to Senior Debenture (April 9th, 2018)

THIS [SECOND/THIRD] AMENDMENT TO SENIOR DEBENTURE (this "Amendment") is made as of April 3, 2018 (the "Effective Date") by and between Blue Sphere Corporation, a Nevada corporation (the "Company"), and the undersigned (the "Holder").

Management Network Group, Inc. (The) – Debenture (March 30th, 2018)

this Deed, a "Finance Document" or any other agreement or instrument is a reference to this Deed or that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

Signing Debenture (March 22nd, 2018)

This Debenture is one of the Debentures referred to in the Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of January 12, 2018, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement. This Debenture is subject to the provisions of the Securities Purchase Agreement and further is subject to the following additional provisions:

Visualant, Incorporated Senior Secured Convertible Redeemable Debenture (March 7th, 2018)

This SENIOR SECURED CONVERTIBLE REDEEMABLE DEBENTURE (the "Debenture") is issued, dated and effective as of February 28, 2018 (the "Effective Date"), by VISUALANT, INCORPORATED, a corporation incorporated under the laws of the State of Nevada (the "Company"), to Clayton Struve, an individual (together with its permitted successors and assigns, the "Holder") pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection with that certain securities purchase agreement between the Company and the Holder (the "Purchase Agreement"). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

Extension of Debenture Maturity Date (March 1st, 2018)

Debenture dated January 10, 2013, with an original face amount of US$1,500,000 issued by the Company to Dr. Isa Odidi and Dr. Amina Odidi (the "Debenture") and the Maturity Date (as defined in the Debenture) of such Debenture

Trinseo S.A. – TRINSEO EUROPE GMBH (Formerly STYRON EUROPE GMBH) (As a Swiss Seller, a Swiss Servicer and Chargor) TRINSEO EXPORT GMBH (As a Swiss Seller, a Swiss Servicer and Pledgor) TRINSEO DEUTSCHLAND ANLAGENGESELLSCHAFT MBH (Formerly STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH) (As German Seller and German Servicer) TRINSEO NETHERLANDS B.V. (Formerly STYRON NETHERLANDS B.V.) (As Dutch Seller and Dutch Servicer) TRINSEO LLC (Formerly STYRON LLC) (As U.S. Seller and U.S. Servicer) TRINSEO U.S. RECEIVABLES COMPANY SPV LLC (As U.S. Intermediate Transferor) STYRON RECEIVABLES FUNDING DESIGNATED ACTIVITY COMPA (March 1st, 2018)
Extension of Debenture Maturity Date (March 1st, 2018)

Debenture dated January 10, 2013, with an original face amount of US$1,500,000 issued by the Company to Dr. Isa Odidi and Dr. Amina Odidi (the "Debenture") and the Maturity Date (as defined in the Debenture) of such Debenture

Quantech Electronics Corp – Debenture (January 31st, 2018)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE OF ISSUANCE, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

Cloud Medical Doctor Software Corporation – Signing Debenture (January 12th, 2018)

This Debenture is one of the Debentures referred to in the Securities Purchase Agreement (the "Securities Purchase Agreement") dated as of December 14, 2017, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement. This Debenture is subject to the provisions of the Securities Purchase Agreement and further is subject to the following additional provisions:

Inventergy Global, Inc. Senior Secured, Convertible, Redeemable Debenture (January 5th, 2018)

This SENIOR SECURED, CONVERTIBLE, REDEEMABLE DEBENTURE (the "Debenture") is issued, dated and effective as of December 29, 2017 (the "Effective Date"), by INVENTERGY GLOBAL, INC., a corporation incorporated under the laws of the State of Delaware (the "Company"), to TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (together with its permitted successors and assigns, the "Holder") pursuant to exemptions from registration under the Securities Act of 1933, as amended. This Debenture is issued in connection with that certain Securities Purchase Agreement, dated as of even date hereof, by and between the Company and the Holder (the "Purchase Agreement"). All capitalized terms used in this Debenture and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.