Senior Secured Convertible Note Sample Contracts

Kempharm, Inc – SEVENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE AND SIXTH AMENDMENT TO WARRANT (March 1st, 2019)

THIS SEVENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE AND SIXTH AMENDMENT WARRANT (this “Amendment”), effective as of February 28, 2019, amends certain terms of (i) that certain Senior Secured Convertible Note in the original principal amount of $10,000,000 issued by KemPharm, Inc., a Delaware corporation (the “Company”), to Deerfield Private Design Fund III, L.P. (the “Holder”) on June 2, 2014 (as the same may be amended, restated, modified or otherwise supplemented from time to time, the “Note”), and (ii) that certain warrant number W-74, issued by the Company to the Holder on June 2, 2014, relating to the right of the Holder to purchase from the Company 1,923,077 fully paid and nonassessable shares of common stock of the Company (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Warrant”).

Comscore, Inc. – [FORM OF SENIOR SECURED CONVERTIBLE NOTE] (March 1st, 2019)

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 exchan

Comscore, Inc. – [FORM OF SENIOR SECURED CONVERTIBLE NOTE] (March 1st, 2019)

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

CorMedix Inc. – FORM OF SENIOR SECURED CONVERTIBLE NOTE (January 3rd, 2019)

FOR VALUE RECEIVED, CorMedix Inc., a Delaware corporation (the “Company”), hereby promises to pay to Manchester Securities Corp., a Delaware 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), or upon acceleration 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 out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, 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

PAVmed Inc. – [FORM OF SENIOR SECURED CONVERTIBLE NOTE] (December 27th, 2018)

FOR VALUE RECEIVED, PAVmed Inc., a Delaware 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, 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 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, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration, conversion, redemption or otherwise (in each ca

ShiftPixy, Inc. – 8% SENIOR SECURED CONVERTIBLE NOTE DUE DECEMBER 31, 2019 (December 24th, 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 December 31, 2019 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

Neos Therapeutics, Inc. – AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE (November 5th, 2018)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.”  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.

Farmmi, Inc. – [FORM OF SENIOR SECURED CONVERTIBLE NOTE] (November 2nd, 2018)

FOR VALUE RECEIVED, Farmmi, Inc., an exempted company incorporated under the laws of the Cayman Islands (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, 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 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, on any Installment Date with respect to the Installment Amount due on such Installment Date, or upon acceleration,

Medovex Corp. – 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 CLOSES ISSUANCE OF 6.00% SENIOR SECURED CONVERTIBLE NOTES DUE 2023 AND PROVIDES UPDATE ON CAPITAL STRUCTURE AND LIQUIDITY (October 2nd, 2018)

September 26, 2018 – Houston, TX – SAExploration Holdings, Inc. (NASDAQ: SAEX, OTCQB: SXPLW), or SAE, today announced that it has issued $60 million aggregate principal amount of 6.00% Senior Secured Convertible Notes due 2023 (the “Notes”) in a private offering. The Notes are convertible into shares of SAE’s common stock at an initial conversion price of $5.75 per share, subject to customary antidilution adjustments (or warrants to acquire an equal number of shares of common stock at an exercise price of $0.0001 per share, subject to customary antidilution adjustments).

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)

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange

MoSys, Inc. – MEMORANDUM OF UNDERSTANDING FOR MODIFICATION OF 10% SENIOR SECURED CONVERTIBLE NOTES (September 17th, 2018)

MoSys, Inc., a Delaware corporation (the “Company”), Ingalls & Snyder LLC as agent (“Purchasers’ Agent”) for all Purchasers of Notes pursuant to the 10% Senior Secured Convertible Note Purchase Agreement dated as of March 14, 2016, as amended to date (the “Agreement”), and Ingalls & Snyder Value Partners, the Holder of the Majority-in-Interest of the Notes agree to modify and amend the Agreement and the Notes to restructure the indebtedness represented thereby in accordance with the following principles and conditions set forth in this Memorandum of Understanding among them dated September 13, 2018 (this “MOU”):

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

Comscore, Inc. – 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").

CareView Communications Inc – 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

CareView Communications Inc – 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.

CareView Communications Inc – 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.

CareView Communications Inc – 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.

CareView Communications Inc – 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.

CareView Communications Inc – 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.

CareView Communications Inc – 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.

CareView Communications Inc – 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.

CareView Communications Inc – 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 Life Sciences 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, Inc. – 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”).

Oncolix, Inc. – 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”).

Comscore, Inc. – 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").

Comscore, Inc. – [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, Inc. – 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

TimefireVR 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