SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, each of AMERICAN TECHNOLOGIES GROUP, INC., a Nevada corporation (the “Parent”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “Company” and collectively, the “Companies”), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Uxxxxx House, South Church Street, Gxxxxx Town, Grand Cayman, Cayman Islands, Fax: 300-000-0000 (the “Holder”) or its registered assigns or successors in interest, the sum of Three Million Dollars ($3,000,000), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on September 6, 2008 (the “Maturity Date”) if not sooner paid. This Amended and Restated Secured Convertible Minimum Borrowing Note (this “Note”) is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and each Company (or its agent) shall register this Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Company (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Axxxxxx and Restated Security Agreement dated as of January 31, 2007 by and among the Companies and the Holder (as amended, restated, modified and/or supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Note:
SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, each of DYNAMIC HEALTH PRODUCTS, INC., a Florida corporation (the “Parent”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “Company” and collectively, the “Companies”), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman, Cayman Islands, Fax: 000-000-0000 (the “Holder”) or its registered assigns or successors in interest, on order, the sum of Two Million Dollars ($2,000,000), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on March 29, 2008 (the “Maturity Date”) if not sooner paid. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):
SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, each of TXXXXX EQUIPMENT, INC. (f/k/a Maxim Mortgage Corporation), a Delaware corporation (“Txxxxx Equipment”), and TXXXXX VENTURES, INC., a Delaware corporation (“Txxxxx Ventures” and together with Txxxxx Xxxxxxxxx, each a “Borrower” and collectively the “Borrowers”), jointly and severally promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Uxxxxx House, South Church Street, Gxxxxx Town, Grand Cayman, Cayman Islands, Fax: 300-000-0000 (the “Holder”) or its registered assigns, on order, the sum of Eight Million Dollars ($8,000,000), or, if different, the aggregate principal amount of all “Revolving Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on November 9, 2007 (the “Maturity Date”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security and Purchase Agreement among Borrowers and the Holder dated as of November 9, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):
SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, COMC, INC. a Delaware corporation (the “Borrower”) promises to pay to LAURUS MASTER FUND, LTD., M&C Corporate Services Limited, P.O. Box 309 GT, Xxxxxx House, South Church Street, Xxxxxx Town, Grand Cayman, Cayman Islands, Fax: 000-000-0000 (the “Holder”) or its registered assigns, on order, the sum of One Million Dollars ($1,000,000), or, if different, the aggregate principal amount of all “Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on November 30, 2007 (the “Maturity Date”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement between Borrower, certain Subsidiaries of the Borrower and the Holder dated as of November 30, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):
SECURED CONVERTIBLE MINIMUM BORROWING NOTE. FOR VALUE RECEIVED, CONVERSION SERVICES INTERNATIONAL, INC. a Delaware corporation (the “Borrower”) promises to pay to LAURUS MASTER FUND, LTD., c/o Ogier Fiduciary Services (Cayman) Limited, P.O. Box 1234, Queensgate House, South Church Street, Gxxxxx Town, Grand Cayman, Cayman Islands, British West Indies, Fax: 300-000-0000 (the “Holder”) or its registered assigns, on order, the sum of Two Million Dollars ($2,000,000), of, if different, the aggregate principal amount of all “Loans” (as such term is defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on August 15, 2007 (the “Maturity Date”). This Note amends and restates in its entirety, and is given in substitution for and not in satisfaction of, that certain Secured Convertible Minimum Borrowing Note issued in the original principal amount of $2,000,000 by the Company in favor of the Holder on August 16, 2004. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement between Borrower, certain Subsidiaries of the Borrower and the Holder dated as of August 16, 2004 (as amended, modified and supplemented from time to time, the “Security Agreement”). The following terms shall apply to this Minimum Borrowing Note (the “Note”):
