Senior Convertible Note Sample Contracts

OncBioMune Pharmaceuticals, Inc – 10% Original Issue Discount 5% Senior Convertible NOTE DUE July 13, 2019 (November 14th, 2018)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

OncBioMune Pharmaceuticals, Inc – 10% Original Issue Discount 5% Senior Convertible NOTE DUE MAY 24, 2019 (November 14th, 2018)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Beyond Commerce, Inc. Senior Convertible Note Due (November 13th, 2018)

THIS NOTE is one of a series of duly authorized and issued Notes of Beyond Commerce, Inc., a Nevada corporation (the "Company"), designated as its Senior Convertible Notes due February 14, 2019, in the aggregate principal amount of$50,000 (the "Notes").

Beyond Commerce, Inc. Senior Convertible Note Due (October 9th, 2018)

THIS NOTE is one of a series of duly authorized and issued Notes of Beyond Commerce, Inc., a Nevada corporation (the "Company"), designated as its Senior Convertible Notes due February 14, 2019, in the aggregate principal amount of$50,000 (the "Notes").

Cosmos Holdings Inc. – Cosmos Holdings Inc. Senior Convertible Note (September 27th, 2018)

FOR VALUE RECEIVED, Cosmos Holdings Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of _______________ or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as defined above) (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default has occurred and is continuing, to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on suc

Cosmos Holdings Inc. – Cosmos Holdings Inc. Senior Convertible Note (September 5th, 2018)

FOR VALUE RECEIVED, Cosmos Holdings Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of ALTO OPPORTUNITY MASTER FUND SPC - SEGREGATED MASTER PORTFOLIO B or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as defined above) (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default has occurred and is continuing, to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date

Cosmos Holdings Inc. – Cosmos Holdings Inc. SENIOR CONVERTIBLE NOTE (September 5th, 2018)

FOR VALUE RECEIVED, Cosmos Holdings Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of HUDSON BAY MASTER FUND LTD. or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as defined above) (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default has occurred and is continuing, to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amoun

Amyris – Fourth Amendment to 12% Senior Convertible Note (Rs-10) (August 14th, 2018)

This Fourth Amendment to 12% Senior Convertible Note (RS-10) (this "Amendment") is made and entered into as of May 31st, 2018, by and between Amyris, Inc., a Delaware corporation (the "Company"), and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activites USA (the "Investor").

OncBioMune Pharmaceuticals, Inc – 10% Original Issue Discount 5% Senior Convertible NOTE DUE SEPTEMBER 29, 2018 (May 31st, 2018)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

OncBioMune Pharmaceuticals, Inc – 10% Original Issue Discount 5% Senior Convertible NOTE DUE NOVEMBER 13, 2018 (May 31st, 2018)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune Pharmaceuticals, Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Viavi Solutions Inc. 1.75% Senior Convertible Notes Due 2023 EXCHANGE AGREEMENT Dated as of May 22, 2018 (May 29th, 2018)

This Exchange Agreement, including the Terms and Conditions for Exchange of Securities attached hereto as Exhibit A (the "Terms and Conditions" and, together with this Exchange Agreement, this "Agreement" or the "Exchange Agreement"), is entered into as of the Effective Time (as defined below) by Viavi Solutions Inc., a Delaware corporation (the "Company"), and the Holder, for itself and on behalf of each Exchanging Holder. Capitalized terms used but not defined herein have the meanings set forth in the Terms and Conditions.

Viavi Solutions Inc. 1.75% Senior Convertible Notes Due 2023 SUBSCRIPTION AGREEMENT Dated as of May 22, 2018 (May 29th, 2018)

This Subscription Agreement and the Terms and Conditions for Purchase of Securities, dated May 22, 2018, attached hereto as Exhibit A (the "Terms and Conditions" and, together with this Subscription Agreement, the "Agreement" or the "Subscription Agreement") is made as of the Effective Time (as defined below) between Viavi Solutions Inc., a Delaware corporation (the "Company") and the Purchaser listed on the signature page hereto. Capitalized terms used but not defined herein have the meanings set forth in the Terms and Conditions.

1.75% Senior Convertible Notes Due 2023 (May 29th, 2018)

INDENTURE dated as of May 29, 2018 between VIAVI SOLUTIONS INC., a Delaware corporation (the "Company"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").

NEF Enterprises, Inc. – 10% Original Issue Discount 5% Senior Convertible NOTE DUE NOVEMBER [__], 2018 (May 23rd, 2018)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 5% Senior Convertible Notes issued at a 10% original issue discount by Probility Media Corp., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Amyris – Third Amendment to 1.5% Senior Convertible Note (Rs-10) (May 18th, 2018)

This Third Amendment to 1.5% Senior Convertible Note (RS-10) (this "Amendment") is made and entered into as of March 30, 2018, by and between Amyris, Inc., a Delaware corporation (the "Company") and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activites USA (the "Investor").

Real Goods Solar – Real Goods Solar, Inc. Series a Senior Convertible Note (April 10th, 2018)

FOR VALUE RECEIVED, Real Goods Solar, Inc., a Colorado corporation (the "Company"), hereby promises to pay to the order of [BUYER] or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default (as defined below) has occurred and is continuing, to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) from the Issuance Date until the same becomes due and payable, whether upon the Maturity Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Series A Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this

Cosmos Holdings Inc. – Cosmos Holdings Inc. SENIOR CONVERTIBLE NOTE (February 21st, 2018)

FOR VALUE RECEIVED, Cosmos Holdings Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as defined above) (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date (each as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, if an Event of Default has occurred and is continuing, to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment A

InfoSonics – 0% Senior Convertible Note Due January 19, 2021 (January 22nd, 2018)

THIS SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of InfoSonics Corporation, a Maryland corporation, (the "Borrower"), having its principal place of business at 4435 Eastgate Mall, Suite 320, San Diego, CA 92121, due January 19, 2021 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

InfoSonics – 0% Senior Convertible Note Due January 19, 2021 (January 22nd, 2018)

THIS SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of InfoSonics Corporation, a Maryland corporation, (the "Borrower"), having its principal place of business at 4435 Eastgate Mall, Suite 320, San Diego, CA 92121, due January 19, 2021 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Algae Dynamics Corp. – Senior Convertible Note (November 9th, 2017)

FOR VALUE RECEIVED, ALGAE DYNAMICS CORP., a Canadian federal corporation (the "Company"), hereby promises to pay to the order of Teewinot Life Sciences Corporation or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (this "Note", including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, collect

Helios & Matheson North America Inc. – Senior Convertible Note (October 5th, 2017)

FOR VALUE RECEIVED, Helios and Matheson Analytics Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Hudson Bay Master Fund Ltd or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Default Rate (as defined below) at any time an Event of Default (as defined below) has occurred and is continuing on or after the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes

KonaRed Corp – Amendment No. 1 to Senior Convertible Note (October 5th, 2017)

This Amendment No. 1 to that certain Senior Convertible Note (this "First Amendment"), is made and entered this 29th day of September, 2017 by and between KonaRed Corporation, a Nevada corporation (the "Company"), and VDF FutureCeuticals, Inc., an Illinois corporation (the "Holder", together with the Company, the "Parties").

Broadleaf Capital Partners Inc. – Senior Convertible Note (August 23rd, 2017)

FOR VALUE RECEIVED, TimefireVR, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of ____________________ or its registered assigns ("Holder") the amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this "Note") is one of an issue o

Amyris – Second Amendment to 1.5% Senior Convertible Note (Rs-10) (August 14th, 2017)

This Second Amendment to 1.5% Senior Convertible Note (RS-10) (this "Amendment") is made and entered into as of May 12th, 2017, by and between Amyris, Inc., a Delaware corporation (the "Company") and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activites USA SAS (the "Investor").

Amyris – First Amendment to 1.5% Senior Convertible Note (Rs-10) (May 15th, 2017)

This First Amendment to 1.5% Senior Convertible Note (RS-I 0) (this "Amendment") is made and entered into as of February 27, 2017, by and between Amyris, Inc., a Delaware corporation (the "Company") and Total Energies Nouvelles Activites USA (f.k.a. Total Gas & Power USA, SAS) (the "Investor").

NUANCE COMMUNICATIONS, INC. 1.25% Senior Convertible Notes Due 2025 INDENTURE Dated as of March 17, 2017 U.S. Bank National Association, as Trustee (March 17th, 2017)

INDENTURE dated as of March 17, 2017 between NUANCE COMMUNICATIONS, INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

VIAVI SOLUTIONS INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 3, 2017 1.00% Senior Convertible Notes Due 2024 (March 6th, 2017)

INDENTURE dated as of March 3, 2017 between VIAVI SOLUTIONS INC., a Delaware corporation (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).

The Greenbrier Companies, Inc. (An Oregon Corporation) 2.875% Senior Convertible Notes Due 2024 Purchase Agreement (February 6th, 2017)
KonaRed Corp – December 6, 2016 KONARED CORPORATION 1101 via Callejon, #200 San Clement, CA 92673-4230 Re: Letter of Agreement - Extension of Maturity on Two Senior Convertible Notes ("Letter Agreement") Dear Sirs, Reference Is Made to Those Certain Senior Convertible Notes Between KONARED CORPORATION, a Nevada Corporation (The "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois Limited Liability Company ("LPC") the First Being a $250,000 Senior Convertible Note Dated as of August 17, 2015 and the Second Being a $300,000 Senior Convertible Note Dated November 23, 2015 (Collectively, the "Senior Conve (December 20th, 2016)

This Letter Agreement hereby extends the Maturity Date of each of the Senior Convertible Notes from December 31, 2016 to December 31, 2017.

TERADYNE, INC. 1.25% Senior Convertible Notes Due 2023 INDENTURE Dated as of December 12, 2016 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (December 12th, 2016)

INDENTURE dated as of December 12, 2016 between TERADYNE, INC., a Massachusetts corporation, as issuer (the Company), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the Trustee).

OncBioMune Pharmaceuticals, Inc – FORM OF 10% Original Issue Discount 10% Senior Convertible NOTE DUE July 18, 2017 (November 21st, 2016)

THIS 10% SENIOR CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Senior Convertible Notes issued at a 10% original issue discount by OncBioMune, Inc., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Endonovo Therapeutics, Inc. – 6% Senior Convertible NOTE (July 15th, 2016)

THIS 6% SENIORCONVERTIBLE NOTE is one of a series of duly authorized and validly issued 6% Senior Convertible Notes issued at a 5.5% original issue discount by Endonovo Therapeutics, Inc., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Amyris – 1.5% Senior Convertible Note (May 10th, 2016)

This Note was issued pursuant to the Securities Purchase Agreement, dated as of July 30, 2012 (as amended from time to time, the "Agreement"), among the Company and the Investor. As used herein, "Note" means this 1.5% Senior Convertible Note issued to the Investor pursuant to the Agreement. This Note is issued in exchange for convertible note RS-9 originally issued on July 29, 2015, which was issued in exchange for convertible note RS-2 originally issued on December 2, 2013, which was issued in exchange for convertible note R-4 originally issued on June 6, 2013 (the "Original Issue Date") pursuant to the Agreement.

CSG Systems International, Inc. 4.25% Senior Convertible Notes Due 2036 (March 15th, 2016)
Gold Lakes Corp. – Gold Lakes Corp. Senior Convertible Note (March 15th, 2016)

FOR VALUE RECEIVED,GOLD LAKES CORP., a Nevada corporation (the "Company"), hereby promises to pay to the order of HIMMIL INVESTMENTS LTD. or its registered assigns ("Holder") the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal (as defined below) (as such interest on any outstanding Principal may be reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise) at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the "IssuanceDate") until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms h