Senior Secured Convertible Promissory Note Sample Contracts

Songbird Development Inc. – Original Issue Discount Senior Secured Convertible Promissory Note Due March 21, 2019 (September 27th, 2018)

THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Dthera Sciences, a Nevada corporation (the "Company" or the "Borrower"), having its principal place of business at 7310 Miramar Rd., Suite 350, San Diego, CA 92126, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due March 21, 2019 (the "Note").

Delcath Systems – 8% Senior Secured Convertible Promissory Note Due , 2019 (September 7th, 2018)
Delcath Systems – Delcath Systems, Inc. First Amendment to 8% Senior Secured Convertible Promissory Notes (September 7th, 2018)
Appyea, Inc – 5% Original Issue Discount Senior Secured Convertible Promissory Note Due June [ ], 2019 (July 12th, 2018)

THIS 5% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Original Issue Discount Senior Secured Convertible Notes of APPYEA, Inc., a South Dakota corporation, (the "Company"), having its principal place of business at 777 Main Street, Suite 600, Fort Worth, Texas 76102, designated as its 5% Original Issue Discount Senior Secured Convertible Promissory Note due June 3 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

Dolphin Digital Media – Senior Secured Convertible Promissory Note Due January 5, 2020 (July 11th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Dolphin Entertainment, Inc., a Florida corporation (the Company), having its principal place of business at 2151 Le Jeune Road, Suite 150-Mezzanine, Coral Gables, FL 33134, designated as its Senior Secured Convertible Promissory Note due January 5, 2020 (the Note).

Digital Power Corporation – Senior Secured Convertible Promissory Note Due January 1, 2019 (July 2nd, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of DPW Holdings, Inc., a Delaware corporation (the "Company"), having its principal place of business at 201 Shipyard Way, Newport Beach, CA 92663, designated as its Senior Secured Convertible Promissory Note due January 1, 2019 (this "Note", or collectively with the other Notes of such series, the "Notes").

American Brewing Company, Inc. – Senior Secured Convertible Promissory Note Due June 20, 2019 (June 21st, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of New Age Beverages Corporation, a Washington corporation (the "Company"), having its principal place of business at 1700 E. 68th Avenue, Denver, Colorado 80229, designated as its Senior Secured Convertible Promissory Note due June 20, 2019 (this "Note", or collectively with the other Notes of such series, the "Notes").

HyreCar Inc. – 13% Senior Secured Convertible Promissory Note Due __, 2018 (May 23rd, 2018)

THIS 13% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 13% Senior Secured Convertible Promissory Notes of Hyrecar Inc, a Delaware corporation, (the "Company"), having its principal place of business at 355 South Grand Avenue, Suite 1650, Los Angeles, California 90071, designated as its 13% Senior Secured Convertible Promissory Note due __, 20181 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

Mantra Venture Group – Senior Secured Convertible Promissory Note Due May 18, 2019 (May 18th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Spectrum Global Solutions, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 300 Crown Oak Centre Drive, Longwood, FL 32750, designated as its Senior Secured Convertible Promissory Note due May 18, 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

Zivo Bioscience, Inc. – Eleventh Amended and Restated Senior Secured Convertible Promissory Note (May 18th, 2018)

In accordance with the terms of that certain Loan Agreement, dated as of December 1, 2011, by and between Lender and Borrower (as amended or restated from time to time, the "Loan Agreement"), Lender intends to loan to the Borrower up to Twenty Million Dollars ($20,000,000). All advances made hereunder shall be charged to a loan account in Borrower's name on Lender's books, and Lender shall debit to such account the amount of each advance made to, and credit to such account the amount of each repayment made by Borrower. From time to time but not less than quarterly, Lender shall furnish Borrower a statement of Borrower's loan account, which statement shall be deemed to be correct, accepted by, and binding upon Borrower, unless Lender receives a written statement of exceptions from Borrower within ten (10) days after such statement has been furnished. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. Lender and Borrow

Digital Power Corporation – Senior Secured Convertible Promissory Note Due November 15, 2018 (May 16th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of DPW Holdings, Inc., a Delaware corporation (the "Company"), having its principal place of business at 201 Shipyard Way, Newport Beach, CA 92663, designated as its Senior Secured Convertible Promissory Note due November 15, 2018 (this "Note", or collectively with the other Notes of such series, the "Notes").

Mantra Venture Group – Senior Secured Convertible Promissory Note Due October 23, 2019 (April 26th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Spectrum Global Solutions, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 300 Crown Oak Centre Drive, Longwood, FL 32750, designated as its Senior Secured Convertible Promissory Note due October 23, 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

8% Senior Secured Convertible Promissory Note (April 26th, 2018)

THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of Precipio, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 4 Science Park, New Haven, CT 06511, designated as its 8% Senior Secured Convertible Promissory Notes due 2019 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Envoy Group Corp. – Senior Secured Convertible Promissory Note Due December 20, 2018 (April 24th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of Black Cactus Global, Inc., a Florida corporation, f/k/a Envoy Group Corp. (the "Company"), having its principal place of business at 8275 S. Eastern Avenue, Suite 200, Las Vegas, NV 89123, designated as its Senior Secured Convertible Promissory Note due December 20, 2018 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

8% Senior Secured Convertible Promissory Note (April 23rd, 2018)

THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of Precipio, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 4 Science Park, New Haven, CT 06511, designated as its 8% Senior Secured Convertible Promissory Notes due 2019 (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Digital Ally – Senior Secured Convertible Promissory Note Due May 3, 2019 (April 4th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Digital Ally, Inc., a Nevada corporation, (the "Company"), having its principal place of business at 9705 Loiret Blvd, Lenexa, KS 66219, designated as its Senior Secured Convertible Promissory Note due May 3, 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes"). These Notes, and all Transaction Documents, as defined in the Securities Purchase Agreement of even date hereto, will become effective upon the satisfactory evidence, through a federal wire reference number generated through the Fedwire funds transfer system operated by the United States Federal Reserve Banks, repayment to the holders of those certain senior secured debentures dated December 30, 2016 has been successfully effected according to the instructions provided by holders of those debentures.

Sport Endurance, Inc. – 3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due December ___, 2018 (March 14th, 2018)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE duly authorized and validly issued on March ___, 2018 (the "Original Issue Date") by SPORT ENDURANCE, INC., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Sport Endurance, Inc. – 3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due January 17, 2019 (January 18th, 2018)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE duly authorized and validly issued on January _____, 2018 (the "Original Issue Date") 10% Senior Secured Convertible Promissory Notes issued at a 3.5% original issue discount by SPORT ENDURANCE, INC., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

AMEDICA Corp – Senior Secured Convertible Promissory Note Due February 3, 2019 (January 4th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Amedica Corporation, a Delaware corporation, (the "Company"), having its principal place of business at 1885 West 2100 South, Salt Lake City, UT 84119, designated as its Senior Secured Convertible Promissory Note due February 3, 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

AMEDICA Corp – Senior Secured Convertible Promissory Note Due February 3, 2019 (January 4th, 2018)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Amedica Corporation, a Delaware corporation, (the "Company"), having its principal place of business at 1885 West 2100 South, Salt Lake City, UT 84119, designated as its Senior Secured Convertible Promissory Note due February 3, 2019 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

Sport Endurance, Inc. – 3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due May 17, 2018 (November 20th, 2017)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE duly authorized and validly issued on November 17, 2017 (the "Original Issue Date") 10% Senior Secured Convertible Promissory Notes issued at a 3.5% original issue discount by SPORT ENDURANCE, INC., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes").

Cur Media, Inc. – 12% Senior Secured Convertible Promissory Note Cur Media, Inc. Due _______, 2016 (October 31st, 2017)

This 12% Senior Secured Convertible Promissory Note (the "Note") is one of a series of duly authorized and issued promissory notes (the "Notes") of CUR MEDIA, INC., a Delaware corporation (the "Company"), designated its 12% Senior Secured Convertible Promissory Notes. The Note has been issued in accordance with exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to a Securities Purchase Agreement dated __________, 2016 (the "Purchase Agreement") between the Company and the Holder (as defined below). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

American Liberty Petroleum Corp. – Senior Secured Convertible Promissory Note (September 26th, 2017)

FOR VALUE RECEIVED, Avant Diagnostics, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Anand Gokel or its 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 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, this "Note

American Liberty Petroleum Corp. – Senior Secured Convertible Promissory Note (September 26th, 2017)

FOR VALUE RECEIVED, Avant Diagnostics, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Xpress Group International Limited, a Hong Kong Limited company located at Unit B, 17th Floor, Greatmany Centre, 109-111 Queen's Road East, Wan Chai, Hong Kong or its 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 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).

American Liberty Petroleum Corp. – Senior Secured Convertible Promissory Note (September 26th, 2017)

FOR VALUE RECEIVED, Avant Diagnostics, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Infusion 51a, L.P. or its 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 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, thi

12% Senior Secured Convertible Promissory Note Sincerity Applied Materials Holdings Corp. Due _______, 2018 (September 25th, 2017)

This 12% Senior Secured Convertible Promissory Note (the "Note") is one of a series of duly authorized and issued promissory notes (the "Notes") of SINCERITY APPLIED MATERIALS HOLDINGS CORP., a Nevada corporation (the "Company"), designated as its 12% Senior Secured Convertible Promissory Notes. This Note has been issued in accordance with exemptions from registration under the Securities Act pursuant to a Subscription Agreement dated __________, 2017 (the "Subscription Agreement") between the Company and the Holder (as defined below). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.

Enumeral Biomedical Holdings, Inc. – 12% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE ENUMERAL BIOMEDICAL HOLDINGS, INC. DUE May 18, 2018 (August 14th, 2017)

This 12% Senior Secured Convertible Promissory Note (the "Note") is one of a series of duly authorized and issued promissory notes (the "Notes") of ENUMERAL BIOMEDICAL HOLDINGS, INC., a Delaware Company (the "Company"), designated as its 12% Senior Secured Convertible Promissory Notes. This Note has been issued in accordance with exemptions from registration under the Securities Act pursuant to a Subscription Agreement dated May 19, 2017 (the "Subscription Agreement") between the Company and the Holder (as defined below). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.

Sport Endurance, Inc. – Amended and Restated 3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due ______________, 2017 (July 14th, 2017)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISORY NOTE is one of a series of duly authorized and validly issued as of _________________ 10% Senior Secured Convertible Promissory Notes issued at a 3.5% original issue discount by SPORT ENDURANCE, INC., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes"). This Note replaces the $_______________ Note issued to ____________________________ on ______________, 2017 following the assignment of such Note for value to _____________________ as of ______________, 2017. As a result of previous partial payments, the total amount owing on the Note as of the Issuance Date is $_____________.

EpiCept Corporation – SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE July 7, 2018 (July 10th, 2017)

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of Immune Pharmaceuticals, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 550 Sylvan Avenue, Suite 101, Englewood Cliffs, NJ 07632, designated as its Senior Secured Convertible Promissory Note due July 7, 2018 (this "Note", or the "Note" and collectively with the other Notes of such series, the "Notes").

American Liberty Petroleum Corp. – Senior Secured Convertible Promissory Note (June 21st, 2017)

FOR VALUE RECEIVED, Avant Diagnostics, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of Infusion 51a, L.P. or its 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 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 Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, thi

Mantra Venture Group – 8% Original Issue Discount SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 28, 2018 (May 1st, 2017)

THIS 8% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Mantra Venture Group Ltd., a British Columbia corporation, (the "Company"), having its principal place of business at c/o AW Solutions, Inc., 300 Crown Oak Centre Drive, Longwood, Florida 32750, designated as its 8% Original Issue Discount Senior Secured Convertible Promissory Note due April 28, 2018 (the "Note").

Senior Secured Convertible Promissory Note (April 24th, 2017)

FOR VALUE RECEIVED, PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation ("Borrower" or the "Company"), having any address at 1311 Pineview Drive, Morgantown, West Virginia 26506, promises to pay to the order of SUMMIT RESOURCES, INC., a West Virginia corporation, having an address at 303 Middle Collison Road, Mount Lookout, West Virginia 26678, or its successors or assigns (the "Lender") or any subsequent holder of this Note (with the Lender, the "Holder"), the sum of up to One Million Seven Hundred and Fifty Thousand ($1,750,000.00) Dollars, or such lesser amount as may be outstanding from time to time (the "Principal Amount") and any interest, fees, charges, and late fees, less all prior prepayments or "Mandatory Installment Payments" (as hereinafter defined), on March 31, 2020 (the "Maturity Date"). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.

Restated Senior Secured Convertible Promissory Note (April 24th, 2017)

THIS RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and is issued in exchange for a prior $720,000 10% OID original principal amount senior secured promissory note of PROTEA BIOSCIENCES GROUP, INC., a Delaware corporation, (the "Company"), having its principal place of business at 1311 Pineview Drive, Suite 501, Morgantown, WV 26505, that was issued to GRQ CONSULTANTS, INC. 401k on September 2, 2016 (the "Original Note").

Sport Endurance, Inc. – Form of 3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due August 17, 2017 (April 12th, 2017)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is validly issued as of February 17, 2017 (the "Original Issue Date") and issued at a 3.5% original issue discount by SPORT ENDURANCE, INC., a Nevada corporation (the "Company").

Sport Endurance, Inc. – Form of Amended and Restated 3.5% Original Issue Discount 10% Senior Secured Convertible Promissory Note Due March 31, 2017 (April 12th, 2017)

THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued on May 11, 2016 10% Senior Secured Convertible Promissory Notes issued at a 3.5% original issue discount by SPORT ENDURANCE, INC., a Nevada corporation (the "Company") (this note, the "Note" and, collectively with the other notes of such series, the "Notes"). This Note amends a note issued to _______________ in the amount of _______________.