Senior Secured Convertible Note Sample Contracts

Medovex – 12% Senior Secured Convertible Note Due September __, 2019 (October 15th, 2018)

THIS 12% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 12% Senior Secured Convertible Notes of Medovex Corp., a Nevada corporation (the "Company"), having its principal place of business at 3060 Royal Boulevard S, Suite 150, Alpharetta, Georgia 30022, designated as its 12% Senior Secured Convertible Note due September __, 2019 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Saexploration Holdings Inc. – SAEXPLORATION HOLDINGS, INC. THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO AND WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and Collateral Trustee SENIOR SECURED CONVERTIBLE NOTES INDENTURE Dated as of September 26, 2018 6.00% Senior Secured Convertible Notes Due 2023 (October 2nd, 2018)
Longfin Corp – [Form of [Series a Senior Convertible Note] [Series A-1 Senior Convertible Note] [Series B Senior Secured Convertible Note]] (August 21st, 2018)

FOR VALUE RECEIVED, Longfin Corp, 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, 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), 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][Series A-1][Series B] Senior [INSERT IN SERIES B NOTE ONLY: Secured] Convertible Note (including all Senior [INSERT IN SERIES B NOTE ONLY: Secured] Co

Second Amendment to Senior Secured Convertible Notes (August 9th, 2018)

SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES, dated as of August 8, 2018 (this "Amendment"), by and between comScore, Inc., a Delaware corporation (the "Company"), and each of the investors listed on the signature pages attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Senior Secured Convertible Note (July 16th, 2018)

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE UNDER THE SECURITIES ACT, AS APPLICABLE, OR (B) AN OPINION OF COUNSEL (SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION; PROVIDED THAT SUCH OPINION OF COUNSEL SHALL NOT BE REQUIRED IN CONNECTION WITH ANY SUCH SALE, ASSIGNMENT OR TRA

HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (Issued January 16, 2014) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Note (this "Allonge") shall be affixed to that certain Senior Secured Convertible Note dated January 16, 2014 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the "Note"), issued in the original aggregate principal amount of $2,671,000, made by CareView Communications, Inc., a Nevada corporation (the "Company"), and payable to the order of HealthCor Hybrid Offshore Master Fund, L.P. (the "Holder"), and shall become a permanent part thereof and shall amend each such Note as provided herein.

HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (Issued April 21, 2011) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Note (this "Allonge") shall be affixed to that certain Senior Secured Convertible Note dated April 21, 2011 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the "Note"), issued in the original principal amount of $10,684,000, made by CareView Communications, Inc., a Nevada corporation (the "Company") and payable to the order of HealthCor Hybrid Offshore Master Fund, L.P. (the "Holder"), and shall become a permanent part thereof and shall amend the Note as provided herein.

HEALTHCOR PARTNERS FUND, L.P. ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (Issued January 31, 2012) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Note (this "Allonge") shall be affixed to that certain Senior Secured Convertible Note dated January 31, 2012 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the "Note"), issued in the original principal amount of $2,329,000, made by CareView Communications, Inc., a Nevada corporation (the "Company") and payable to the order of HealthCor Partners Fund, L.P. (the "Holder"), and shall become a permanent part thereof and shall amend the Note as provided herein.

ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTES (Issued February 17, 2015) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Notes (this "Allonge") shall be affixed to each of those certain Senior Secured Convertible Notes dated February 17, 2015 (as amended by Allonge No. 1 to Senior Secured Convertible Notes dated June 26, 2015, the "Notes" and each, a "Note"), issued in the original aggregate principal amount of $6,000,000, made by CareView Communications, Inc., a Nevada corporation (the "Company"), and payable to the order of the Holders specified therein (each, a "Holder"), and shall become a permanent part thereof and shall amend each such Note as provided herein.

HEALTHCOR PARTNERS FUND, L.P. ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (Issued April 21, 2011) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Note (this "Allonge") shall be affixed to that certain Senior Secured Convertible Note dated April 21, 2011 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the "Note"), issued in the original principal amount of $9,316,000, made by CareView Communications, Inc., a Nevada corporation (the "Company") and payable to the order of HealthCor Partners Fund, L.P. (the "Holder"), and shall become a permanent part thereof and shall amend the Note as provided herein.

ALLONGE NO. 1 TO SENIOR SECURED CONVERTIBLE NOTES (Issued February 23, 2018) July 10, 2018 (July 11th, 2018)

This Allonge No. 1 to Senior Secured Convertible Notes (this "Allonge") shall be affixed to each of those certain Senior Secured Convertible Notes dated February 23, 2018 (the "Notes" and each, a "Note"), issued in the original aggregate principal amount of $2,050,000, made by CareView Communications, Inc., a Nevada corporation (the "Company"), and payable to the order of the Holders specified therein (each, a "Holder"), and shall become a permanent part thereof and shall amend each such Note as provided herein.

HEALTHCOR PARTNERS FUND, L.P. ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (Issued January 16, 2014) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Note (this "Allonge") shall be affixed to that certain Senior Secured Convertible Note dated January 16, 2014 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the "Note"), issued in the original aggregate principal amount of $2,329,000, made by CareView Communications, Inc., a Nevada corporation (the "Company"), and payable to the order of HealthCor Partners Fund, L.P. (the "Holder"), and shall become a permanent part thereof and shall amend each such Note as provided herein.

HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P. ALLONGE NO. 2 TO SENIOR SECURED CONVERTIBLE NOTE (Issued January 31, 2012) July 10, 2018 (July 11th, 2018)

This Allonge No. 2 to Senior Secured Convertible Note (this "Allonge") shall be affixed to that certain Senior Secured Convertible Note dated January 31, 2012 (as amended by Allonge No. 1 to Senior Secured Convertible Note dated June 26, 2015, the "Note"), issued in the original principal amount of $2,671,000, made by CareView Communications, Inc., a Nevada corporation (the "Company") and payable to the order of HealthCor Hybrid Offshore Master Fund, L.P. (the "Holder"), and shall become a permanent part thereof and shall amend the Note as provided herein.

Endra Inc. – ENDRA LIFE SCIENCES Inc. Senior Secured Convertible Note (July 2nd, 2018)

FOR VALUE RECEIVED, ENDRA Life Sciences Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of [_______] or its registered assigns ("Holder") the amount set out above as the Principal Amount (the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on the outstanding Principal 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, prepayment or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this "Note") is one of an issue of Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agr

Parallax Health Sciences, Inc. – 12% Senior Secured Convertible Note (June 22nd, 2018)

FOR VALUE RECEIVED, PARALLAX HEALTH SCIENCES, INC., a Nevada corporation with its principal place of business located at 1327 Ocean Avenue Suite B, Santa Monica CA 90401 ("PRLX" or the "Company") promises to pay _______________________________________ with an address at _________________________________________ (the "Holder"), in lawful money of the United States, the principal amount of Six Hundred Thousand Dollars ($600,000.00) (the "Principal Sum") together with interest thereon calculated from the Issuance Date.

Adial Pharmaceuticals, L.L.C. – Senior SECURED Convertible NOTE (June 11th, 2018)

THIS SENIOR SECURED CONVERTIBLE NOTE is issued at a 15.38% original issue discount by Adial Pharmaceuticals, Inc., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with any other denominations of notes issued hereunder pursuant to Section 3(a) below, the "Notes").

Kempharm, Inc – Facility Agreement Waiver and Fifth Amendment to Senior Secured Convertible Note (June 11th, 2018)

This FACILITY AGREEMENT WAIVER AND FIFTH AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE (this "Amendment") dated as of June 11, 2018, (i) waives certain terms of the Facility Agreement (as defined below) by and between KemPharm, Inc., a Delaware corporation (the "Borrower"), and Deerfield Private Design Fund III, L.P. (the "Lender") and (ii) amends certain terms of that certain Senior Secured Convertible Note in the original principal amount of $10,000,000 issued by the Borrower to the Lender on June 2, 2014 (as the same may have been previously or in the future be amended, modified, restated or otherwise supplemented from time to time, the "Senior Secured Convertible Note"). Capitalized terms used herein which are defined in the Facility Agreement, unless otherwise defined herein, shall have the meanings ascribed to them in the Facility Agreement.

ShiftPixy, Inc. – 8% Senior Secured Convertible Note Due September 4, 2019 (June 8th, 2018)

THIS 8% SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% SENIOR SECURED CONVERTIBLE NOTES of ShiftPixy, Inc., a Wyoming corporation (the "Company"), having its principal place of business at 1 Venture, Suite 150, Irvine, California 92618, designated as its 8% Senior Secured Convertible Note due September 4, 2019 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Electric Vehicle Research Corp – 10% Senior Secured Convertible Note Due August 1, 2019 (June 6th, 2018)

THIS NOTE is a duly authorized and 10% Senior Secured Convertible Note of Oncolix, Inc., a Florida corporation, having a principal place of business at 14405 Walters Road, Suite 780, Houston, Texas 77014 (the "Company"), designated as its 10% Senior Secured Convertible Notes due August 1, 2019 (this Note, the "Note" and, collectively with the other notes of such series, the "Notes").

First Amendment to Senior Secured Convertible Notes (May 18th, 2018)

FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES, dated as of May 17, 2018 (this "Amendment"), by and between comScore, Inc., a Delaware corporation, (the "Company") and each of the investors listed on the signature pages attached hereto (individually, a "Buyer" and collectively, the "Buyers").

[Form of Senior Secured Convertible Note] (May 18th, 2018)

FOR VALUE RECEIVED, comScore, Inc., a Delaware corporation (the "Company"), hereby promises to pay to [BUYER] or registered assigns (the "Holder") in cash and/or in shares of Common Stock (as defined below) 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 at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchang

Emmaus Life Sciences, Inc. – 12.5% Senior SECURED Convertible NOTE (April 16th, 2018)

THIS 12.5% SENIOR SECURED CONVERTIBLE NOTE is issued at a 4.0% original issue discount by EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Emmaus Life Sciences, Inc. – 12.5% Senior SECURED Convertible NOTE (April 16th, 2018)

THIS 12.5% SENIOR SECURED CONVERTIBLE NOTE is issued at a 4.0% original issue discount by EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Real Goods Solar – Real Goods Solar, Inc. Series B Senior Secured 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 B Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacem

Broadleaf Capital Partners Inc. – Senior Secured Convertible Note (April 9th, 2018)

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" or the "Subscription 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement

Broadleaf Capital Partners Inc. – Senior Secured Convertible Note (March 7th, 2018)

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" or the "Subscription 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacemen

Senior Secured Convertible Note (February 26th, 2018)

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE UNDER THE SECURITIES ACT, AS APPLICABLE, OR (B) AN OPINION OF COUNSEL (SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION; PROVIDED THAT SUCH OPINION OF COUNSEL SHALL NOT BE REQUIRED IN CONNECTION WITH ANY SUCH SALE, ASSIGNMENT OR TRA

Longfin Corp – [Form of [Series a Senior Convertible Note][series B Senior Secured Convertible Note]] (February 14th, 2018)

FOR VALUE RECEIVED, Longfin Corp, a Delaware 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, 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), until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance

Longfin Corp – [Form of [Series a Senior Convertible Note][series B Senior Secured Convertible Note]] (January 23rd, 2018)

FOR VALUE RECEIVED, Longfin Corp, a Delaware 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, 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), until the same becomes due and payable, whether upon the Maturity Date, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each case in accordance

[Form of Senior Secured Convertible Note] (January 16th, 2018)

FOR VALUE RECEIVED, comScore, Inc., a Delaware corporation (the Company), hereby promises to pay to [BUYER] or registered assigns (the Holder) in cash and/or in shares of Common Stock (as defined below) 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 at the applicable Interest Rate from the date set out above as the Issuance Date (the Issuance Date) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfe

Emmaus Life Sciences, Inc. – 12.5% Senior Secured Convertible Note (January 5th, 2018)

THIS 12.5% SENIOR SECURED CONVERTIBLE NOTE is issued at a 4.0% original issue discount by EMMAUS LIFE SCIENCES, INC., a Delaware corporation (the Company) (this note, the Note and, collectively with the other notes of such series, the Notes).

CB Pharma Acquisition Corp. – Senior Secured Convertible Note (December 29th, 2017)

This Note is issued in connection with the Second Amendment to Loan and Security Agreement ("Second Amendment"), dated on or about the date set forth above, among Borrowers and Lender. Reference is made to the Agreement for the terms and conditions governing this Note, including, without limitation, the terms and conditions under which this Note may be accelerated. This Note is payable in full on the Maturity Date (defined below), is secured by the Collateral and is otherwise subject to the terms of the Agreement. Capitalized terms used but not otherwise defined in this Note have the meanings attributed to them in the Agreement.

Broadleaf Capital Partners Inc. – Senior Secured Convertible Note (December 22nd, 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" or the "Subscription 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this "N

Hancock Jaffe Laboratories, Inc. – Senior Secured Convertible Note Due January 1, 2018 (December 14th, 2017)

THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Hancock Jaffe Laboratories, Inc, a Delaware corporation company (the "Company"), having its principal place of business at 70 Doppler Irvine, CA, 92618, designated as its Senior Secured Convertible Note due January 11, 2018 (this Note, the "Note" and, collectively with the other Notes of such series, the "Notes").

Delcath Systems – Delcath Systems, Inc. Senior Secured Convertible Note (November 16th, 2017)

FOR VALUE RECEIVED, Delcath Systems, 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 (as defined below), or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and, in connection with the occurrence (and continuance) of any Event of Default (as defined below), to pay interest (Interest) on any outstanding Principal 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this Note) is one