FORM OF PROMISSORY NOTE [Working Capital Loans]
Exhibit 4.10
FORM OF PROMISSORY NOTE
[Working Capital Loans]
[Working Capital Loans]
[Note No. X-XXX]
| $_______________ | ___________________, 200___ San Jose, California |
Each of the undersigned (“Borrowers”) jointly and severally promises to pay to the order of
VENTURE LENDING & LEASING IV, INC., a Maryland corporation (“Lender”), at its office at 0000 Xxxxx
Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx 00000, or at such other place as Lender may designate
in writing, in lawful money of the United States of America, the principal sum of
___Dollars ($___), with Basic Interest thereon (except as otherwise
provided herein) from the date hereof until maturity, whether scheduled or accelerated, at a fixed
rate per annum equal to [the Prime Rate on the Business Day Lender prepares the Note plus 0.50%,
but in no event less than 8.00%; (the “Designated Rate”), and a Final Payment in the sum of
[6.059% of face amount] Dollars ($___) payable on the Maturity Date.]
This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan
and Security Agreement dated as of June 14, 2006, between Borrowers and Lender (the “Loan
Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth
in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity
of this Note upon the happening of certain stated events.
Principal of and interest on this Note shall be payable as follows:
On the Borrowing Date, Borrowers shall pay [if the Borrowing Date is not the first day of the
month: (i) interest only at the rate of 1.00% per month on the outstanding principal balance of
this Note for the period from the Borrowing Date through [the last day of the same
month]___, in the amount of $___; and (ii)] interest only at the rate of 1.00% per
month, in the amount of $___, for the month of [date of first regular interest-only
installment].
Commencing on the first day of the second full month after the Borrowing Date, and continuing
on the first day of the third full month after the Borrowing Date, Borrowers shall make payments in
advance of interest only at the rate of 1.00% per month on the principal balance outstanding
hereunder, in the amount of $___each.
Commencing on the first day of the fourth full month after the Borrowing Date, and continuing
on the first day of each consecutive month thereafter, principal and interest at the Designated
Rate shall be payable, in advance, in twenty-nine (29) equal consecutive installments of
___Dollars ($___) each, with a thirtieth (30th) installment
on ___, 200___,equal to the entire unpaid principal balance and accrued interest at the
Designated Rate and any unpaid expenses and fees. The Final Payment in the amount of
$___shall be due and payable on [one month later] , 200_.]
This Note may be voluntarily prepaid only as permitted under Section 2 of Part 2 of the
Supplement to the Loan Agreement.
Any unpaid payments of principal or interest on this Note shall bear interest from their
respective maturities, whether scheduled or accelerated, at a rate per annum equal to the Default
Rate. Borrowers shall pay such interest on demand.
Interest, charges and fees shall be calculated for actual days elapsed on the basis of a
360-day year, which results in higher interest, charge or fee payments than if a 365-day year were
used. In no event shall Borrowers be obligated to pay interest, charges or fees at a rate in
excess of the highest rate permitted by applicable law from time to time in effect.
If Borrowers are late in making any payment under this Note by more than five (5) days,
Borrowers agree to pay a “late charge” of five percent (5%) of the installment due, but not less
than fifty dollars ($50.00) for any one such delinquent payment. This late charge may be charged
by Xxxxxx for the purpose of defraying the expenses incidental to the handling of such delinquent
amounts. Borrowers acknowledge that such late charge represents a reasonable sum considering all
of the circumstances existing on the date of this Note and represents a fair and reasonable
estimate of the costs that will be sustained by Xxxxxx due to the failure of Borrowers to make
timely payments. Borrowers further agree that proof of actual damages would be costly and
inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect
any other amounts provided to be paid or to declare a default under this Note or any of the other
Loan Documents or from exercising any other rights and remedies of Lender.
This Note shall be governed by, and construed in accordance with, the laws of the State of
California.
| OCULUS INNOVATIVE SCIENCES, INC. |
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| By: | ||||
| Name: | ||||
| Its: | ||||
| OCULUS TECHNOLOGIES OF MEXICO S.A. DE C.V. |
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| By: | ||||
| Name: | ||||
| Its: | ||||
| OCULUS INNOVATIVE SCIENCES NETHERLANDS B.V. |
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| By: | ||||
| Name: | ||||
| Its: | ||||
2
Schedule to Exhibit 4.10 — Form of Promissory Note (Working Capital Loans)
Name of Holder |
Date | Amount | Interest Rate | |||||||
Venture Lending & Leasing IV |
June 28, 2006 | $ | 714,164.00 | 8.5 | % | |||||
