Unsecured Convertible Note Sample Contracts

UNSECURED CONVERTIBLE NOTE DUE FEBRUARY 26, 20251
Unsecured Convertible Note • March 15th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York

THIS UNSECURED CONVERTIBLE NOTE is a duly authorized and validly issued Unsecured Convertible Note of FLEWBER GLOBAL INC., a Delaware corporation (the “Company"), having its principal place of business at 1411 Broadway, 38th Floor, New York, New York 10018, designated as its Unsecured Subordinated Convertible Note due on or after February 26, 20251 (this “Note"). This Note is one of a series of convertible notes issued pursuant to the terms of the Purchase Agreement.

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Contract
Unsecured Convertible Note • January 13th, 2012 • Bioheart, Inc. • Services-commercial physical & biological research • New York

THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (“BLUECREST”) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”). HOLDER AND ANY SUBSEQUENT HOLDER HEREOF SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED SUBORDINATION AGREEMENT UNTIL PAYMENT IN FULL OF ALL OBLIGATIONS OF THE COMPANY TO BLUECREST AND SUCH SUCCESSORS AND ASSIGNS.

Contract
Unsecured Convertible Note • September 26th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York

THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO THE BORROWER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.

Exhibit C.
Unsecured Convertible Note • May 5th, 2020 • New York

THIS NOTE, AND THE OBLIGATIONS OF THE COMPANY HEREUNDER, HAVE BEEN SUBORDINATED TO THE OBLIGATIONS OF THE COMPANY TO BLUECREST VENTURE FINANCE MASTER FUND LIMITED (“BLUECREST”) AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT AMONG THE PARTIES DATED AS OF THE DATE HEREOF (THE “SUBORDINATION AGREEMENT”). HOLDER AND ANY SUBSEQUENT HOLDER HEREOF SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH SUBORDINATION AGREEMENT UNTIL PAYMENT IN FULL OF ALL OBLIGATIONS OF THE COMPANY TO BLUECREST AND SUCH SUCCESSORS AND ASSIGNS.

Contract
Unsecured Convertible Note • November 19th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York

THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE OR SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS WRITTEN EVIDENCE REASONABLY SATISFACTORY TO THE BORROWER IS SUPPLIED TO THE BORROWER TO THE EFFECT THAT THE PROPOSED OFFER, SALE, ASSIGNMENT OR OTHER TRANSFER MAY BE EFFECTED WITHOUT SUCH REGISTRATION.

AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTE
Unsecured Convertible Note • December 4th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec

THIS THIRD AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated November 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and ______________ (the “Holder”).

FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE
Unsecured Convertible Note • October 7th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec • New York

THIS FIRST AMENDMENT TO UNSECURED CONVERTIBLE NOTE (this “Amendment”) is made as of the 2nd day of October, 2019, by and between GT CAPITAL INC. (the “Holder”) and COOL HOLDINGS, INC., a Maryland corporation (the “Borrower”). Any capitalized term used in this Amendment, but not otherwise defined herein, shall have the meaning ascribed to it in the Note (as defined below).

AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE
Unsecured Convertible Note • November 6th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec

THIS AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated October ___, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and [ ] (the “Holder”).

Contract
Unsecured Convertible Note • January 16th, 2009 • CelLynx Group, Inc. • Radio & tv broadcasting & communications equipment • California

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Contract
Unsecured Convertible Note • May 14th, 2015 • NewLead Holdings Ltd. • Deep sea foreign transportation of freight • New York

THIS NOTE AND THE SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH HEREIN. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE PURSUANT HERETO MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT.

AMENDMENT TO NOTE
Unsecured Convertible Note • May 28th, 2024 • Flewber Global Inc. • Air transportation, nonscheduled • New York

This Amendment to Unsecured Convertible Note (this “Amendment”), is made as of March 4, 2024 (the “Effective Date”), by and among Flewber Global Inc., a Delaware corporation (the “Company”) and ____________ (the “Holder”).

Contract
Unsecured Convertible Note • May 12th, 2008 • Novint Technologies Inc • Computer peripheral equipment, nec • New Mexico

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTE
Unsecured Convertible Note • January 6th, 2020 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec

THIS AMENDMENT NO. 3 TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated December 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and ________________ (the “Holder”).

ARTICLE I
Unsecured Convertible Note • July 30th, 2002 • Xechem International Inc • Biological products, (no disgnostic substances) • New York
AMENDMENT NO. 4 TO UNSECURED CONVERTIBLE NOTE
Unsecured Convertible Note • January 6th, 2020 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec

THIS FOURTH AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated December 30, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and _______________________ (the “Holder”).

AMENDMENT NO. 2 TO UNSECURED CONVERTIBLE NOTE
Unsecured Convertible Note • November 20th, 2019 • Cool Holdings, Inc. • Wholesale-electronic parts & equipment, nec

THIS SECOND AMENDMENT TO UNSECURED CONVERTIBLE NOTE (the “Amendment”), dated November 14, 2019 (the “Effective Date”), is among Cool Holdings, Inc., a Maryland corporation with its principal offices located at 2001 NW 84th Avenue, Miami, Florida 33122 (the “Company”), and [ ] (the “Holder”).

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