PIPER ACQUISITION II, INC. FORM OF 10% CONVERTIBLE NOTEPiper Acquisition II, Inc. • May 16th, 2011 • California
This Note has been entered into pursuant to the terms of a Subscription Agreement among the Company and the holders of the Company Notes (as defined below), dated _____ __, 2010 (the “Agreement”), and shall be governed by the terms of such Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Agreement or the Confidential Private Placement Memorandum, dated November 16, 2009 (“Memorandum”, and collectively with the Agreement, the “Transaction Documents”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 16th, 2011 • Piper Acquisition II, Inc. • California
PIPER ACQUISITION II, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business at 2901 W. Coast Highway, 3rd Floor, Newport Beach, California 92663. (“Piper”)
ASSIGNMENT AGREEMENTAssignment Agreement • May 16th, 2011 • Piper Acquisition II, Inc.
THIS ASSIGNMENT AGREEMENT (this “Agreement”), entered into this 2nd day of May 2011, sets forth the arrangement between Nobis Capital Advisors, Inc. (“Nobis”) and Piper Acquisition II, Inc. (“Company”), with respect to consideration to which Nobis is entitled for assigning its interest in that certain Letter of Intent (“LOI”) entered with Hygea Health Holdings, Inc. (“Hygea”) dated May 20, 2010, as amended, under the terms and conditions set forth in this Agreement.
PIPER ACQUISITION II, INC.Piper Acquisition II, Inc. • May 16th, 2011
Reference is hereby made to the 10% convertible note (the “Note”) issued by the Company on [insert issuance date] to the undersigned (the “Investor”). The Note is convertible, at any time at the option of the Investor into shares of common stock of the Company at a conversion price of $0.11 per share. The Note bears interest at 10% per annum and matured in [insert date 12 months from issuance date] (the “Maturity Date”).
