Convertible Security Agreement Sample Contracts
ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • May 13th, 2025 • Catheter Precision, Inc. • Surgical & medical instruments & apparatus
THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at an original issue discount by QHSLab, Inc., a Nevada corporation (the “Company”) (the “Note”).
Amended and restated SENIOR SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 11, 2026Convertible Security Agreement • May 30th, 2025 • INVO Fertility, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of INVO Fertility, Inc., a Nevada corporation (the “Company”), having its principal place of business at 5582 Broadcast Court, Sarasota, FL 34240, designated as its Senior Secured Convertible Debenture due February 11, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURED CONVERTIBLE NOTE DUE FEBRUARY 13, 2026Convertible Security Agreement • February 18th, 2025 • Plus Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of PLUS THERAPEUTICS, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 4200 Marathon Blvd., Suite 200, Austin, Texas 78756 Attn: Andrew Sims, Chief Financial Officer, email: asims@plustherapeutics.com, due FEBRUARY 13, 2026 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • November 15th, 2018 • Esports Entertainment Group, Inc. • Services-amusement & recreation services • New York
SENIOR CONVERTIBLE DEBENTURE DUE THE EARLIER OF THE TRIGGER DATE AND JANUARY 17, 2026Convertible Security Agreement • May 1st, 2025 • Blackboxstocks Inc. • Metal mining • Delaware
THIS SENIOR CONVERTIBLE DEBENTURE of Blackboxstocks Inc., a Nevada corporation (the “Company”), having its principal place of business at 5430 LBJ Freeway, Suite 1485, Dallas, Texas, is designated as its Senior Convertible Debenture due the earlier of the Trigger Date and January 17, 2026 (this debenture, the “Debenture” and, collectively with the other debentures (the “Additional Debentures”) issued pursuant to the terms of the Purchase Agreement (as defined below), the “Debentures”) and is issued pursuant to the Placement Agent Agreement (as defined below).
SECURED CONVERTIBLE NOTE DUE MAY 20, 2018Convertible Security Agreement • June 27th, 2016 • Harrison Vickers & Waterman Inc • Services-business services, nec • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of HARRISON VICKERS AND WATERMAN INC., a Nevada corporation, (the “Borrower”), having its principal place of business at 11231 U.S. Highway 1 #201, North Palm Beach, Florida 33408, issued May 20, 2018 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • February 9th, 2009 • Net TALK.COM, Inc. • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).
7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE AUGUST 3, 2021Convertible Security Agreement • July 31st, 2020 • Vaccinex, Inc. • Pharmaceutical preparations • New York
THIS 7% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 7% Original Issue Discount Senior Secured Convertible Debentures of Vaccinex, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1895 Mount Hope Avenue, Rochester, New York 14620, designated as its 7% Original Issue Discount Senior Secured Convertible Debenture due August 3, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
CONVERTIBLE DEBENTURE DUE May 23, 2028Convertible Security Agreement • May 29th, 2025 • Lion Group Holding LTD • Security brokers, dealers & flotation companies • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Lion Group Holding Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 3 Phillip Street, #15-04 Royal Group Building, Singapore 048693, designated as its Convertible Debenture due May 23, 2028 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE SEPTEMBER 9, 2023Convertible Security Agreement • February 28th, 2023 • Sigyn Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Convertible Debentures of SIGYN THERAPEUTICS INC., a Delaware corporation (the “Company”), having its principal place of business at Historic Decatur Drive, Suite 140, San Diego, CA. 92106, designated as its Original Issue Discount Senior Secured Debenture due May 10,2023 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURED CONVERTIBLE PROMISSORY NOTE DUE APRIL 8, 2025Convertible Security Agreement • October 15th, 2024 • Fresh Vine Wine, Inc. • Retail-eating places • Nevada
This Secured Convertible Promissory Note is a duly authorized and validly issued Secured Convertible Promissory Note of Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), designated as its Secured Convertible Promissory Note due April 8, 2025 (this “Note”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 8, 2024, between the Company and, [PURCHASER] (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Nevada (the “Purchase Agreement”).
Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018Convertible Security Agreement • January 27th, 2017 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).
12% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTEConvertible Security Agreement • January 30th, 2023 • Inspire Veterinary Partners, Inc. • Agricultural services • Arizona
THIS 12% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE NOTE is made by Inspire Veterinary Partners, Inc., a Delaware corporation (the “Company”), having its principal place of business at 2324 Valle Rio Way, Virginia Beach, Virginia 23456, (the “Note”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • March 12th, 2019 • IIOT-OXYS, Inc. • Services-prepackaged software • New York
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of IIOT-OXYS, Inc., a Nevada corporation (the “Company”), having its principal place of business at 705 Street, Cambridge, MA 02141, designated as its Senior Secured Convertible Note due March 1, 2021 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • August 14th, 2023 • Innovative Payment Solutions, Inc. • Retail-catalog & mail-order houses
THIS CONVERTIBLE PROMISSORY NOTE (the “Note”) is duly authorized and validly issued by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”).
SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE DUE OCTOBER 1, 2022Convertible Security Agreement • October 27th, 2022 • G Medical Innovations Holdings Ltd. • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDED AND RESTATED 10% CONVERTIBLE DEBENTURE (this “Debenture”) amends and restates that certain 10% Convertible Debenture, originally dated April 7, 2021, as amended and restated on June 1, 2022, which was one of a series of duly authorized and validly issued 10% Convertible Debentures of G Medical Innovations Holdings Ltd., a Cayman Islands exempted company (the “Company”), having its principal place of business at 5 Oppenheimer St., Rehovot 7670105, Israel, designated as its 10% Convertible Debenture due October 7, 2021 (this Debenture, collectively with the other debentures of such original October 2021 series, the “Debentures”).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE DUE June 30, 2018Convertible Security Agreement • November 22nd, 2016 • Sg Blocks, Inc. • Wholesale-lumber & other construction materials • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE is duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debenture of SG Blocks, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 912 Bluff Road, Brentwood, TN 37027, designated as its Original Issue Discount Senior Secured Convertible Debenture due on the Maturity Date (this debenture, the “Debenture”).
SENIOR CONVERTIBLE NOTE OF PANACEA LIFE SCIENCES HOLDINGS, INC.Convertible Security Agreement • March 4th, 2022 • Panacea Life Sciences Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Senior Convertible Note (including all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note” (the “Other Notes”) is issued pursuant to the Exchange Agreement, dated as of March 3, 2023, between the Company and the Holder. Certain capitalized terms used herein are defined in Section 26 of this Note. Capitalized terms used, but not otherwise defined herein, shall have the meaning set forth in that certain Securities Purchase Agreement dated as of November 30, 2021 between the Company and Lincoln Park Capital Fund, LLC (the “Purchase Agreement).
FORM OF CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 4, 2025Convertible Security Agreement • December 10th, 2024 • Klotho Neurosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Convertible Promissory Note of Klotho Neurosciences, Inc., a Delaware corporation (the “Company”) designated as its Convertible Note due December 4, 2025 (this “Note”).
ContractConvertible Security Agreement • April 8th, 2024 • JanOne Inc. • Pharmaceutical preparations • Nevada
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTEConvertible Security Agreement • May 19th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 10% original issue discount by 60° Pharmaceuticals, Inc. (the “Company”) (the “Note”).
ORIGINAL ISSUE CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • March 19th, 2019 • Intelligent Buying, Inc. • Retail-computer & computer software stores • New York
THIS UNSECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Unsecured Convertible Promissory Note (this “Note”) of INTELLIGENT BUYING, INC., a California corporation, (the “Company”), having its principal place of business at 400 Seventh Avenue, Brooklyn, NY 11215.
SERIES A-1 Exchange CONVERTIBLE NOTEConvertible Security Agreement • April 19th, 2023 • Illinois
FOR VALUE RECEIVED, SMAAASH ENTERTAINMENT, INC., a Delaware corporation (the “Company”) promises to pay to MAXIM GROUP LLC or its registered assigns (the “Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of $500,000 on the earlier of the closing date of the Acquisition Transaction or June 20, 2020 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof. This Note is one of a series of unsecured convertible notes (excluding this Note, the “Other Notes”, and together with this Note, the “Notes”) issued in exchange (the “Exchange”) for that certain Demand Secured Promissory Note (the “Original Security”) originally issued by the Company to the Holder (as defined below) on November 20, 2018 pursuant to that certain Exchange Agreement, by and betwe
ContractConvertible Security Agreement • September 21st, 2020 • Verus International, Inc. • Wholesale-groceries, general line
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Original ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE DUE MARCH 1, 2018Convertible Security Agreement • April 4th, 2017 • Legend Oil & Gas, Ltd. • Drilling oil & gas wells • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Secured Convertible Debentures of LEGEND OIL AND GAS, LTD., a Colorado corporation (the “Company”), having its principal place of business at 555 North Point Center East, Suite 400, Alpharetta, Georgia 30022, designated as its Original Issue Discount Senior Secured Debentures due March 1, 2018 (the “Debenture” and, collectively with the other debentures of such series, if any, the “Debentures”).
6% SENIOR SECURED CONVERTIBLE DEBENTUREConvertible Security Agreement • September 2nd, 2014 • US Dry Cleaning Services Corp • Services-personal services • California
THIS 6% SENIOR SECURED CONVERTIBLE DEBENTURE is the authorized and validly issued 6% Senior Secured Convertible Debenture (the “Debenture”) of U.S. Dry Cleaning Services Corporation, a Delaware corporation (the “Company”), having its principal place of business at 4040 MacArthur Blvd., Suite 305, Newport Beach, CA 92660. The Debenture is issued as partial payment on and settlement of certain claim(s) made by Class Number [ ] as set forth in the Company’s Bankruptcy Plan and is expressly part of the Company’s Senior Indebtedness (as defined in Section 1 below).
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE __________________Convertible Security Agreement • November 27th, 2019 • Notis Global, Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 10% Senior Secured Convertible Promissory Note of Notis Global, Inc., a Nevada corporation, (the “Company”) having its principal place of business at 633 West 5th Street, 28th Floor, Los Angeles, California 90071, and Pueblo Agriculture Supply and Equipment, LLC, a Delaware limited liability company (“PASE” and together with Notis sometimes collectively referred to as the “Companies”), having its principal place of business at 1715 Highway 35, Suite 101, Middletown, New Jersey 07748, designated as its 10% Senior Secured Convertible Promissory Note, due _________ (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
10% Convertible NOTEConvertible Security Agreement • April 23rd, 2019 • Biolargo, Inc. • Chemicals & allied products • New York
THIS 10% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes issued at a 10% original issue discount by BioLargo, Inc., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • April 2nd, 2014 • Boldface Group, Inc. • Services-business services, nec • New York
THIS DEBENTURE AND THE INDEBTEDNESS EVIDENCED HEREBY IS SUBJECT TO THE RESTRICTIONS CONTAINED IN A SUBORDINATION AGREEMENT DATED AS OF MARCH 27, 2014, BY AND AMONG HILLAIR CAPITAL INVESTMENTS L.P., BOLDFACE GROUP, INC. AND STAR FUNDING, INC., AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY SAID SUBORDINATION AGREEMENT.
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE OCTOBER 12, 2028Convertible Security Agreement • October 16th, 2023 • Ault Alliance, Inc. • Electronic components, nec • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Ault Alliance, Inc, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141, designated as its 10% Senior Secured Convertible Promissory Note due October 12, 2028 (the “Note”).
Original Issue Date: Original Conversion Price (subject to adjustment herein): $0.70 ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE ______Convertible Security Agreement • September 14th, 2009 • Beyond Commerce • Services-computer processing & data preparation • New York
THIS ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Secured Convertible Debentures of Beyond Commerce, Inc., a Nevada corporation, (the “ Company ”), having its principal place of business at 9029 South Pecos, Suite 2800, Henderson, NV 89074, designated as its Original Issue Discount Secured Convertible Debenture due _______ (this debenture, the “ Debenture ” and, collectively with the other debentures of such series, the “ Debentures ”).
SECURED CONVERTIBLE NOTE DUE December 24, 2015Convertible Security Agreement • July 1st, 2015 • Attitude Drinks Inc. • Beverages
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Attitude Beer Holding Co. a Delaware corporation, (the “Borrower”), having its principal place of business at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408, due December 24, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • April 16th, 2018 • Emmaus Life Sciences, Inc. • Blank checks • New York
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”).
ContractConvertible Security Agreement • May 14th, 2024 • LIVE VENTURES Inc • Retail-miscellaneous retail
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANIES. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • May 20th, 2025 • Datavault AI Inc. • Semiconductors & related devices • Delaware
THIS CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued Convertible Promissory Notes (this note, the “Note” and, collectively with the other notes of such series, the “Notes”) of Datavault AI Inc., a Delaware corporation (the “Company”), having its principal place of business at 15268 NW Greenbrier Pkwy, Beaverton, OR 97006, and to be issued pursuant to that certain Asset Purchase Agreement between the Company and CompuSystems, Inc., a Texas corporation (“CompuSystems”), dated as of December 19, 2024, as amended from time to time (the “Asset Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Asset Purchase Agreement.