Common use of Convertible Term Note Clause in Contracts

Convertible Term Note. This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) 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 of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws. FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Maker”), hereby promises to pay to CVC California, LLC, a Delaware limited liability company (“CVC”), or registered assigns (collectively with CVC, the “Payee”), the sum of Six Million Three Hundred Fourteen Thousand Six Hundred Ninety-Nine and 59/100 ($6,314,699.59 Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Amended and Restated Revolving Credit and Term Loan Agreement of even date herewith by and between CVC and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement. Payments of principal of, interest on and any other amounts with respect to this Convertible Promissory Note (this “Note”) are to be made in lawful money of the United States of America. Principal and accrued interest of this Note may or shall be convertible into common stock of the Maker as provided in Section 3 below.

Convertible Term Note. This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) 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 of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws. FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT▇▇▇▇▇▇▇ INDUSTRIES, INC., a Nevada Delaware corporation (the “Maker”), hereby promises to pay to CVC CaliforniaComVest Capital, LLC, a Delaware limited liability company (“CVCComVest”), or registered assigns (collectively with CVCcollectively, the “Payee”), the sum of Six Two Million Three Hundred Fourteen Thousand Six Hundred Ninety-Nine and 59/100 ($6,314,699.59 2,000,000) Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Amended and Restated Revolving Credit and Term Loan Agreement dated as of even date herewith February 21, 2007 by and between CVC and the Maker and ComVest (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement. Payments of principal of, interest on and any other amounts with respect to this Convertible Promissory Note (this “Note”) are to be made in lawful money of the United States of America. Principal and accrued interest of this Note may or shall be convertible into common stock of the Maker as provided in Section 3 below.

Convertible Term Note. This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as except to the extent that such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) 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 of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws. FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT▇▇▇▇▇▇▇ INDUSTRIES, INC., a Nevada Delaware corporation (the “Maker”), hereby promises to pay to CVC CaliforniaComVest Capital, LLC, a Delaware limited liability company (“CVCConVest”), or registered assigns (hereinafter, collectively with CVCComVest, the “Payee”), the sum of Six Three Million Three Hundred Fourteen Thousand Six Hundred Ninety-Nine and 59/100 ($6,314,699.59 3,000,000) Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Amended and Restated Revolving Credit and Term Loan Agreement of even date herewith by and between CVC and the Maker and ComVest (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement. Payments of principal of, interest on and any other amounts with respect to this Convertible Promissory Note (this “Note”) are to be made in lawful money of the United States of America. Principal and accrued interest of this Note may or shall be convertible into common stock of the Maker as provided in Section 3 below.