0001096906-10-001291 Sample Contracts

FORM OF SECURED PROMISSORY NOTE
Groen Brothers Aviation Inc /Ut/ • October 13th, 2010 • Aircraft

This Secured Promissory Note (the "Note") is issued pursuant to that certain Note Purchase Agreement (the "Purchase Agreement") dated as of October 9, 2008 by and among the Company and the Lender, and is subject to the terms and conditions contained therein. The obligations hereunder arc secured by that certain Security Agreement and Intellectual Property Security Agreement, each entered into as of October 9, 2008 by and among the Company and the Lender. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

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