Form Of Convertible Promissory Note Sample Contracts

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South American Properties, Inc. – Form of Convertible Promissory Note (November 6th, 2017)

1. INCORPORATION. This Note is being issued pursuant to the terms of that certain Financial Advisory Agreement, dated as of [______] by and between the Company and the Holder (the "Advisory Agreement"). If not otherwise defined herein, all capitalized terms herein shall have the meanings given to them in the Advisory Agreement. Further, all of the terms, representations, warranties, agreements, covenants and conditions set forth in the Advisory Agreement are incorporated herein by reference. To the extent that there is a conflict between any condition, term or provision of this Note and the Advisory Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede the conflicting conditions, provisions and/or terms in the Advisory Agreement. 2. PAYMENT. All outstanding principal shall be due [______] from the Effective Date ("Maturity Date"). If at the Maturity Date all or a portion of the Note h

Form of Convertible Promissory Note (August 25th, 2017)

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.

Form of Convertible Promissory Note (July 21st, 2017)

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.

Form of Convertible Promissory Note (May 26th, 2017)

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.

Q2Power Technologies, Inc. – Form of Convertible Promissory Note (April 4th, 2017)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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 OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS PROMISSORY NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS PROMISSORY NOTE.

Biolargo Inc. – [Form Of] Convertible Promissory Note (January 25th, 2017)

FOR VALUE RECEIVED, BIOLARGO, INC., a corporation organized under the laws of the state of Delaware ("Issuer"), promises to pay to the order of [INVESTOR NAME] (hereafter, together with any subsequent holder hereof, called "Holder"), at its office, at "Holder's Address" (as that term is defined below), or at such other place as Holder may direct, the "Amount" noted above (the "Loan Amount"), payable on December 31, 2019 (the "Maturity Date"). This convertible note is duly authorized issue of the Issuer, purchased by the initial Holder in the Issuer's Winter 2016 Unit Offering pursuant to the subscription agreement ("Subscription Agreement") submitted by the original Holder and accepted by the Issuer on the "Issuance Date" noted above (the "Issuance Date"), and designated as its "Winter Unit Offering Convertible Note" (referred to herein as the "Note"). This Note is issued as part of a "Unit", comprised of this Note and a stock purchase warrant, at a Unit Price of $0.57, issued to the o

Helix TCS, Inc. – Form of Convertible Promissory Note (December 9th, 2016)

This Convertible Promissory Note (this "Note") is issued by the Company pursuant to a certain Subscription Agreement by and between the Company and the Holder (the "Subscription Agreement").

Zenosense, Inc. – Form of Convertible Promissory Note Recital (August 22nd, 2016)

WHEREFORE, the parties hereto have entered into a previous promissory note on _____ ("Prior Note"), for an aggregate amount of $____ and $_____ in accrued interest. The parties have hereby agreed to cancel the Prior Note in its entirety and exchange it for this Convertible Promissory Note ("Note").

Form of Convertible Promissory Note (March 18th, 2016)

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.

Advanced Inhalation Therapies (AIT) Ltd. – Form of Convertible Promissory Note (January 29th, 2016)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS: (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (2) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Lucas Energy – Contract (November 25th, 2015)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT" OR THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

Lucas Energy – Contract (October 23rd, 2015)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT" OR THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

Lucas Energy – Contract (October 1st, 2015)

THIS NOTE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE (THE "SECURITIES") HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT" OR THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

Advanced Inhalation Therapies (AIT) Ltd. – Form of Convertible Promissory Note (August 25th, 2015)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS: (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (2) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Thompson Designs – Biopharmx Corporation Form of Convertible Promissory Note (June 19th, 2015)

This Note will be subordinated to any future secured indebtedness with banks, lessors or other financial or lending institutions. The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees.

Jaguar Animal Health, Inc. Form of Convertible Promissory Note (March 20th, 2015)

JAGUAR ANIMAL HEALTH, INC., a Delaware corporation (the Company), for value received, promises to pay to [ ] or its registered assigns (the Holder), the principal sum of [ ] dollars ($ ), plus simple interest thereon from the date of this Note until paid in full at the rate of twelve percent (12.0%) per annum.

True 2 Beauty Inc. – Form of Convertible Promissory Note (March 20th, 2015)

FOR VALUE RECEIVED, TRUE2BID, INC. and TRUE 2 BEAUTY, INC. (the "Parent Company"), both Nevada corporations, with an address at ________________________ (collectively the "Company" or "Payor"), promises to pay to the order of _______________________ (the "Payee" or the "Holder"), or registered assigns, the principal amount of ___________________________ Dollars ($_______) on ____________, 2017 (the "Maturity Date"), and unpaid interest on the unpaid principal balance hereof from the date of this Note at rate of 10% per annum, payable in full no later than on the Maturity Date. Payments of principal and interest shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public or private debts.

Contract (August 27th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES INTO WHICH THIS CONVERTIBLE PROMISSORY NOTE IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Advanced Inhalation Therapies (AIT) Ltd. – Form of Convertible Promissory Note (July 30th, 2014)

THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAW. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS: (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT OR (2) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Intellinetics, Inc. – Contract (May 15th, 2014)

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THIS PROMISSORY NOTE WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION.

NanoVibronix, Inc. – Form of Convertible Promissory Note (March 6th, 2014)

FOR VALUE RECEIVED, subject to the terms contained herein, the undersigned, Nano Vibronix, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of the investor set forth above (the "Investor"), the amount stated above (the "Principal Amount") plus interest thereon calculated from the date hereof until paid in full at the annual rate of ten percent (10%), compounded annually. The Company shall pay the unpaid Principal Amount and interest accrued hereunder in lawful money of the United States in full on demand on the earlier of an "Event of Default" (as defined below) or November 15, 2014 (the "Maturity Date"), unless it has been previously converted pursuant to Section Error! Reference source not found. hereof, in which case all outstanding principal and accrued interest under this Note will be satisfied in full by virtue of such conversion. This Convertible Promissory Note is one of the convertible promissory notes issued by the Company in connection with i

NanoVibronix, Inc. – Form of Convertible Promissory Note (March 6th, 2014)

FOR VALUE RECEIVED, subject to the terms contained herein, the undersigned, Nano Vibronix, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of the investor set forth above (the "Investor"), the amount stated above (the "Principal Amount") plus interest thereon calculated from the date hereof until paid in full at the annual rate of ten percent (10%), compounded annually. The Company shall pay the unpaid Principal Amount and interest accrued hereunder in lawful money of the United States in full on demand on the earlier of an "Event of Default" (as defined below) or November 15, 2014 (the "Maturity Date"), unless it has been previously converted pursuant to Section. hereof, in which case all outstanding principal and accrued interest under this Note will be satisfied in full by virtue of such conversion. This Note is one of the convertible promissory notes issued by the Company in connection with its issuance of approximately $1,537,000 of convertible pr

Grilled Cheese Truck, Inc. – 10% Convertible Senior Secured Note of the Grilled Cheese Truck, Inc. (June 26th, 2013)

This Note ("Note") is issued pursuant to the terms of a Subscription Agreement (the "Subscription Agreement"), by and between the Borrower and, inter alia, the Holder, dated as of the Issue Date, and shall be governed by the terms set forth herein and in the Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

Mpm Technologies Inc. – Form of Convertible Promissory Note (May 3rd, 2013)
Impac Mortgage Holdings, Inc. – EXHIBIT a [Form Of] CONVERTIBLE PROMISSORY NOTE (April 30th, 2013)

THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE TERMS OF THE NOTE PURCHASE AGREEMENT, DATED AS OF APRIL 29, 2013 (THE PURCHASE AGREEMENT), AMONG IMPAC MORTGAGE HOLDINGS, INC., A MARYLAND CORPORATION (THE COMPANY), AND THE PURCHASERS NAMED THEREIN. A COPY OF SUCH PURCHASE AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

Advaxis – Form of Convertible Promissory Note (December 10th, 2012)

This Convertible Promissory Note (including all convertible promissory notes issued in exchange, transfer or replacement hereof, this "Note") is issued in exchange for an outstanding Convertible Promissory Note, dated as of the Original Issue Date (as set forth above), with an original principal amount of U.S. $[__] and an outstanding principal amount as of the calendar day immediately preceding the Exchange Date (as set forth above) of U.S. $[__], (the "Existing Note"), issued pursuant to the Note Purchase Agreement, dated as of [__], by and between the Holder and the Borrower (the "Purchase Agreement"), but shall not, except as set forth herein or in the Exchange Agreement (as defined below), constitute a release of any claim under any document or transaction contemplated by the Purchase Agreement. This Note is issued in exchange for the Existing Note pursuant to that certain Exchange Agreement, dated as of the Exchange Date (as set forth above), by and between the Holder and the Bor

Advaxis – Form of Convertible Promissory Note (December 10th, 2012)

This Series E, Tranche 7 Note ("Note") is issued pursuant to the terms of a Note Purchase Agreement (the "Purchase Agreement"), by and between the Borrower and the Holder, dated as of [__], 2012. Unless otherwise separately defined herein, all capitalized terms used in Note shall have the same meaning as is set forth in the Purchase Agreement. The following terms shall apply to Note:

Advaxis – NEITHER, THE ISSUANCE AND SALE OF THE SECURITIES, REPRESENTED BY THIS CERTIFICATE, 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 OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN a FORM GENERALLY ACCEPTABLE TO THE COMPANY'S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (Ii (September 11th, 2012)

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). PURSUANT TO TREASURY REGULATION SS1.1275-3(b)(1), THOMAS A. MOORE, A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SS1.1275-3(b)(1)(i). THOMAS A. MOORE MAY BE REACHED AT TELEPHONE NUMBER (609) 452 9813.

Advaxis – NEITHER, THE ISSUANCE AND SALE OF THE SECURITIES, REPRESENTED BY THIS CERTIFICATE, 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 OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN a FORM GENERALLY ACCEPTABLE TO THE COMPANY'S LEGAL COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (Ii (May 18th, 2012)

THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). PURSUANT TO TREASURY REGULATION SS1.1275-3(b)(1), THOMAS A. MOORE, A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN (10) DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION SS1.1275-3(b)(1)(i). THOMAS A. MOORE MAY BE REACHED AT TELEPHONE NUMBER (609) 452 9813.

Form of Convertible Promissory Note (April 27th, 2012)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Revolutions Medical – Form of Convertible Promissory Note (February 15th, 2012)

FOR VALUE RECEIVED, Revolutions Medical Corporation, a corporation incorporated under the laws of the State of Nevada and located at 670 Marina Drive, Charleston, South Carolina 29292 (the "Company"), hereby promises to pay to the order of __________________________, an individual located at _______________________________, and his successors or assigns (the "Holder"), the principal amount of ________________________________ United States Dollars (US$________________) on or prior to the one year anniversary of the date hereof (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) per annum (the "Applicable Rate") commencing as of the date the proceeds hereunder are funded to the Company (the "Funding Date"), in accordance with the terms hereof. This Convertible Promissory Note (this note, and all modifications, extensions, future advances, supplements, and renewals thereof, and any substitutions therefor, hereinafter referred

Multex.Com Inc – Form of Convertible Promissory Note (May 25th, 2011)

THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE UNDER THE CIRCUMSTANCES AT THE TIME OBTAINING AND DEMONSTRATED BY AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL. THIS NOTE IS SUBJECT TO THE TERMS OF A CONVERTIBLE PROMISSORY NOTE AGREEMENT, DATED AS OF MAY __, 2011 (THE AGREEMENT).

Advaxis – Form of Convertible Promissory Note $800,000 Plus Interest Due & Payable Document B-0420201 1 A (May 4th, 2011)

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

Advaxis – Form of Convertible Promissory Note $500,000 Plus Interest Due & Payable Document A-0420201 1 (May 4th, 2011)

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

Evergreen Energy – Form of Convertible Promissory Note (February 2nd, 2011)

For value received, EVERGREEN ENERGY INC., a corporation organized under the laws of the State of Delaware ("Maker" or the "Company"), hereby promises to pay to the order of CENTURION CREDIT FUNDING LLC, a Delaware limited liability company, with an address at 152 West 57th Street, 4th Floor, New York, NY 10019 (together with its successors, representatives, and assigns, the "Holder"), in accordance with the terms hereinafter provided, the princi pal amount of One Million Five Hundred Fifty Thousand Dollars ($1,550,000) hereunder, together with interest and all other obligations outstanding hereunder.