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EXHIBIT 10.2
5% CONVERTIBLE SUBORDINATED NOTE
MICRO THERAPEUTICS, INC.
5% Convertible Subordinated Note, due August 19, 2003
No. CSN-2 San Clemente, California
$5,000,000 August 19, 1998
Micro Therapeutics, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), for value
received, hereby promises to pay to Xxxxxx Laboratories, an Illinois corporation
("Abbott"), or its registered assigns (the "Holder"), the principal sum of Five
Million Dollars ($5,000,000) on August 19, 2003 (the "Maturity"), and to pay
interest (i) on the unpaid principal balance thereof from the date of this Note
at the rate of five percent (5%) per annum, payable quarterly in arrears on
January 31, April 30, July 31 and October 31 of each year (each, an "Interest
Payment Date") (commencing October 31, 1998) until such unpaid balance shall
become due and payable (whether at Maturity, or by declaration, acceleration or
otherwise) and (ii) on each overdue payment of principal or any overdue payment
of interest, at a rate per annum equal to ten percent (10%).
The interest and principal payments payable with respect to
this Note, on any Interest Payment Date, at Maturity or by declaration,
acceleration or otherwise, pursuant to the Note Agreement (as defined herein),
shall be paid to Xxxxxx in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts. Such interest and principal payments shall be made to Xxxxxx in
accordance with the provisions of the Note Agreement.
This Note is the sole issue of a 5% Convertible Subordinated
Note due August 19, 2003 of the Company issued in an aggregate principal amount
of Five Million Dollars ($5,000,000) pursuant to the Convertible Subordinated
Note Agreement, dated August 12, 1998, by and between the Company and Xxxxxx
(the "Note Agreement"). The Holder of this Note is entitled to the benefits of
the Note Agreement, and may enforce the Note Agreement and exercise the remedies
provided for thereby or otherwise available in respect thereof.
This Note may be transferred or assigned by Xxxxxx as provided
in the Note Agreement. As provided in the Note Agreement, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed by Xxxxxx or Xxxxxx'x attorney duly
authorized in writing, a new Note for a like aggregate principal amount and
otherwise of similar tenor, will be issued to, and registered in the name
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of, the transferee. Prior to due presentment for registration of transfer, the
Company may treat the person in whose name this Note is registered as the Holder
and owner hereof for the purpose of receiving payments and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
In the case of an Event of Default (as defined in the Note
Agreement), the principal of this Note in certain circumstances shall become due
and payable and in other circumstances may be declared and become due and
payable in the manner and with the effect provided in the Note Agreement.
This Note is subject to conversion into Common Stock pursuant
to the terms and conditions of the Note Agreement and conversion shall be
evidenced by a Notice of Conversion as attached hereto. This Note is not subject
to prepayment or redemption by the Company prior to its expressed Maturity.
The indebtedness evidenced by this Note is, to the extent
provided in the Note Agreement, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness (as defined in the Note
Agreement), and this Note is issued subject to the provisions of the Note
Agreement with respect thereto. Each Holder of this Note, by accepting the same,
agrees to and shall be bound by such provisions.
No reference herein to the Note Agreement and no provision of
this Note or of the Note Agreement shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed or to convert this Note as provided in
the Note Agreement.
All terms used in this Note which are defined in the Note
Agreement shall have the meanings assigned to them in the Note Agreement.
This Note and the Note Agreement are governed by and construed
in accordance with the law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: August 19, 1998
MICRO THERAPEUTICS, INC.
By: /s/ Xxx Xxxxxxx
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Its: Chief Financial Officer
ATTEST:
By: /s/ Xxxxx Xxxxxxxx
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Its: Secretary
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NOTICE OF CONVERSION
The undersigned Holder of this Note hereby irrevocably
exercises the option to convert the principal amount of this Note, into shares
of Common Stock in accordance with the terms of the Note Agreement, and directs
that the shares issuable and deliverable upon such conversion, together with any
check in payment for fractional shares and any Note representing any unconverted
principal amount hereof, be issued and delivered to the undersigned unless a
different name has been indicated below. If shares or the Note are to be issued
in the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. Any amount required to be paid by
the undersigned on account of interest accompanies this Note.
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Social Security or other
Taxpayer Identification Number
Dated:
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Signature
If shares or the Note are to be
registered in the name of a Person
other than the Holder, please print
such Person's name and address:
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Name
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Street Address
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City, State and Zip Code
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