Subordinated Convertible Note Sample Contracts

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THIS SUBORDINATED CONVERTIBLE NOTE REPLACES A SUBORDINATED CONVERTIBLE NOTE BETWEEN ROBERT J. SMITH AND S2 NEW YORK DESIGN CORP. THIS NOTE WAS ASSUMED AND REISSUED BY INCA DESIGNS, INC. PURSUANT TO TERMS OF THE SECURITIES EXCHANGE AGREEMENT BETWEEN...
Subordinated Convertible Note • October 15th, 2007 • Accident Prevention Plus Inc • Services-computer programming services • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

KNOW LABS, INC. FORM OF 8.0% SUBORDINATED CONVERTIBLE NOTE
Subordinated Convertible Note • March 15th, 2021 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada

THIS 8.0% SUBORDINATED CONVERTIBLE NOTE (this “Note ”) is issued, dated, and effective as of the Original Issue Date set forth above by Know Labs, Inc., a Nevada corporation (the “Company”), having its principal place of business at 500 Union Street, Suite 810, Seattle, WA 98101, to(together with its successors and permitted assigns, the “Holder”), pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company promises to pay the aggregate unpaid Principal Amount under this Note set forth above (the “Principal Amount”) to the Holder on the earlier of: (1) mandatory and automatic conversion of this Note into the next financing for the Company,providedsuchfinancingyieldsgross proceeds to the Company of at least $5 million as set forth below under “Mandatory Conversion” (a “Qualified Financing”) or (2) the one (1) year anniversary of this Note (the “Maturity Date”), and to pay interest to the Holder on the aggregate unconverted an

Contract
Subordinated Convertible Note • October 4th, 2018 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE BE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIR INDUSTRIES GROUP THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBORDINATED CONVERTIBLE NOTE
Subordinated Convertible Note • October 10th, 2006 • Smart Move, Inc. • Trucking (no local) • Colorado

FOR VALUE RECEIVED, A SMART MOVE L.L.C., a Colorado limited liability company, 5990 Greenwood Plaza Blvd, Suite 390, Greenwood Village, Colorado 80111, and its successors and assigns, (the “Maker”) promises to pay to the order of [INVESTOR] at [INVESTOR ADDRESS] (the “Holder”) or at such other place as Holder may from time to time designate in writing, the principal sum of ___ Million Dollars ($ .00)] in lawful money of the United States of America, together with interest on so such thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided.

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Subordinated Convertible Note • June 23rd, 2010 • BioHorizons, Inc. • New York

THIS SUBORDINATED CONVERTIBLE NOTE IS SUBJECT, IN ALL RESPECTS TO THE SUBORDINATION AGREEMENT DATED MARCH 31, 2010 BY AND AMONG HEALTHPOINTCAPITAL PARTNERS II, L.P., EACH OF THE ENTITIES LISTED ON THE SIGNATURE PAGE ATTACHED THERETO, AND MIDCAP FUNDING I, LLC, AS AGENT FOR THE SENIOR LENDERS REFERRED TO THEREIN.

GENSIA SICOR INC. 2.675% Subordinated Convertible Notes due May 1, 2004
Subordinated Convertible Note • August 14th, 1997 • Gensia Sicor Inc • Pharmaceutical preparations

GENSIA SICOR INC. (the "Company"), a Delaware corporation, for value received, hereby promises to pay to [HEALTH CARE CAPITAL PARTNERS, L.P.], or registered assigns, the principal amount of TWENTY MILLION AND 00/100 DOLLARS [$20,000,000.00] on May 1, 2004, with interest (computed on the basis of a 360- day year of twelve 30-day months) on the unpaid balance of such principal amount at the rate of 2.675% per annum from the date hereof, payable quarterly, in arrears, on the last business day of March, June, September and December, until such unpaid balance shall become due and payable (whether at maturity or at a date fixed for redemption or by declaration or otherwise). During the continuance of any Default or Event of Default, the Company shall pay interest on the outstanding principal of, and any other amounts (other than interest), if any, due on the Notes and (to the extent legally enforceable) on any overdue installment of interest, at the rate of 11.75% per annum (computed on the

CAPITAL VENTURES INTERNATIONAL c/o Heights Capital Management, Inc. San Francisco, CA 94111 Telephone: (415) 403-6500 Facsimile: (415) 403-6525
Subordinated Convertible Note • April 23rd, 2012 • Satcon Technology Corp • Semiconductors & related devices

Reference is made to that Subordinated Convertible Note, dated June 30, 2011 issued by Satcon Technology Corporation (the “Company”) to Capital Ventures International (“CVI”), as amended on December 1, 2011 (the “Note”). Capitalized terms not defined in this letter agreement (this “Letter Agreement”) have the respective meanings ascribed to them in the Note.

ADCARE HEALTH SYSTEMS, INC. 10% SUBORDINATED CONVERTIBLE NOTE DUE APRIL 30, 2015
Subordinated Convertible Note • March 31st, 2014 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia

This 10% SUBORDINATED CONVERTIBLE NOTE (including all 10% Subordinated Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of a series of 10% Subordinated Convertible Notes originally issued by AdCare Health Systems, Inc., a Georgia corporation (the “Company”), on [*], 2014, pursuant to one or more Subscription Agreements between the Company and the Persons signatory thereto, accepted by the Company on [*], 2014 (collectively, the “Notes”). Certain capitalized terms used herein are defined in Section 24.

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Subordinated Convertible Note • November 9th, 2010 • BioHorizons, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS SUBORDINATED CONVERTIBLE NOTE IS SUBJECT, IN ALL RESPECTS TO THE SUBORDINATION AGREEMENT DATED MARCH 31, 2010 BY AND AMONG HEALTHPOINTCAPITAL PARTNERS II, L.P., EACH OF THE ENTITIES LISTED ON THE SIGNATURE PAGE ATTACHED THERETO, AND MIDCAP FUNDING I, LLC, AS AGENT FOR THE SENIOR LENDERS REFERRED TO THEREIN.

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Subordinated Convertible Note • August 23rd, 2010 • CareView Communications Inc • Texas

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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Subordinated Convertible Note • January 4th, 2011 • Information Services Group Inc. • Services-management consulting services

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE LAWS.

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