10% Secured Convertible Promissory Note Sample Contracts

Contract (May 11th, 2015)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS.

Contract (March 12th, 2015)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT, AND WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE SECURITIES LAWS.

Urban Hydroponics, Inc. – 10% SECURED CONVERTIBLE PROMISSORY NOTE Placer Del Mar Ltd. DUE _______ __, 2014 (May 28th, 2014)

This Secured Convertible Promissory Note is one of a series of duly authorized and issued secured convertible promissory notes of Placer Del Mar Ltd., a Nevada corporation (the "Company" or "Pubco"), designated its 10% Secured Convertible Promissory Notes due _______ __, 2014 (the "Note"), issued to ___________________ (together with its permitted successors and assigns, the "Holder") in accordance with exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Securities Purchase Agreement, dated May __, 2014 (the "Purchase Agreement") between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Stratus Media Group, Inc. 10% SECURED CONVERTIBLE PROMISSORY NOTE (December 27th, 2013)

This 10% SECURED CONVERTIBLE PROMISSORY NOTE ("Note"), dated as of December 19, 2013, is entered into by Stratus Media Group, Inc., a Nevada corporation (the "Company") and Sol J. Barer (the "Holder").

Stratus Media Group, Inc. 10% SECURED CONVERTIBLE PROMISSORY NOTE (December 27th, 2013)

This 10% SECURED CONVERTIBLE PROMISSORY NOTE ("Note"), dated as of December __, 2013, is entered into by Stratus Media Group, Inc., a Nevada corporation (the "Company") and Carolina Preferred High Yield Fund, LLC, a Florida limited liability company (the "Holder"). This Note is issued and delivered by the Company pursuant to the terms and conditions of the Note Purchase Agreement of even date hereby by and between the Company and the Holder (the "Note Purchase Agreement").

Medefile International, Inc. – MEDEFILE INTERNATIONAL, INC. 10% SECURED CONVERTIBLE PROMISSORY NOTE Due December 23, 2014 (December 26th, 2013)

FOR VALUE RECEIVED, MedeFile International, Inc., a Nevada corporation (the "Company") promises to pay to Lyle Hauser or his registered assigns (the "Holder"), or shall have paid pursuant to the terms hereunder, the principal sum of $60,000 on December 23, 2014 (the "Maturity Date") or such earlier date as this Note is required or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.

Boldface Group, Inc. – 10% SECURED CONVERTIBLE PROMISSORY NOTE Max Cash Media, Inc. DUE [_______], 2012 (July 18th, 2012)

This Secured Convertible Promissory Note is one of a series of duly authorized and issued secured convertible promissory notes of Max Cash Media, Inc., a Nevada corporation (the "Company"), designated its 10% Secured Convertible Promissory Notes due [_______], 2012 (the "Note"), issued to [______________________] (together with its permitted successors and assigns, the "Holder") in accordance with exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Securities Purchase Agreement, dated [_______], 2012 (the "Purchase Agreement") between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

Thermoenergy – 10% Secured Convertible Promissory Note (June 30th, 2009)

FOR VALUE RECEIVED, ThermoEnergy Corporation, a Delaware corporation (the "Borrower"), hereby promise to pay to the order of The Quercus Trust (the "Holder"), the sum of up to One Hundred Fifty Thousand Dollars ($150,000.00) on the earlier to occur of (i) the closing of an equity or convertible debt investment (a "Financing") in the Borrower yielding gross proceeds to the Borrower of not less than Two Million Dollars ($2,000,000.00) or December 31, 2009 (in either case, the "Maturity Date"). Unless the Holder is participating as an investor in the Financing, the Borrower shall, at least ten (10) days prior to the initial closing of the Financing, give the Holder written notice setting forth the details of the Financing (including, without limitation, the terms of the securities to be issued in the Financing (the "Financing Securities"), the price per share at which such Financing Securities will be issued (the "Financing Price") and the expected gross proceeds to the Borrower)(the "Fi

Thermoenergy – 10% Secured Convertible Promissory Note (February 17th, 2009)

FOR VALUE RECEIVED, ThermoEnergy Corporation, a Delaware corporation (the "Borrower"), hereby promise to pay to the order of The Quercus Trust (the "Holder"), the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) on the earlier to occur of (i) the closing of an equity or convertible debt investment in the Borrower yielding gross proceeds to the Borrower of not less than Two Million Dollars ($2,000,000.00)(a "Financing") or December 31, 2009 (in either case, the "Maturity Date"). Unless the Holder is participating as an investor in the Financing, the Borrower shall, at least ten (10) days prior to the initial closing of the Financing, give the Holder written notice setting forth the details of the Financing (including, without limitation, the terms of the securities to be issued in the Financing (the "Financing Securities"), the price per share at which such Financing Securities will be issued (the "Financing Price") and the expected gross proceeds to the Borrower)(the "Financing

China Recycling Energy Corp. – 10% Secured Convertible Promissory Note (November 16th, 2007)

This 10% Secured Convertible Promissory Note (Note) has been entered into pursuant to, and is subject to, a Stock and Notes Purchase Agreement dated as of November 16, 2007 by and among Borrower and the Holder, among others (the Purchase Agreement), and shall be governed by the terms of such Purchase Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Purchase Agreement.

Applied DNA Sciences – Contract (October 11th, 2007)

THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY AND ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").

Applied DNA Sciences – Contract (April 24th, 2007)

THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY AND ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").

Datalogic International – Contract (November 17th, 2006)

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Applied DNA Sciences – Contract (May 5th, 2006)

EXHIBIT 10.2 THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY AND ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS NOTE OR THE UNDERLYING COMMON STOCK TO U.S. PERSONS, AS DEFINED IN RULE 902(k) OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, IS PROHIBITED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT; (2) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT; OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. This note is one of a series of notes (the "Serial Notes") issue

Applied DNA Sciences – Contract (March 14th, 2006)

THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED WITH OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY AND ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE, "SECURITIES ACT"). THE SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS NOTE OR THE UNDERLYING COMMON STOCK TO U.S. PERSONS, AS DEFINED IN RULE 902(k) OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, IS PROHIBITED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT; (2) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT; OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. This note is one of a series of notes (the "Serial Notes") issued in the aggregate princ

Viking Systems – Contract (March 24th, 2005)

Exhibit 10.2 Form 8-K Viking Systems, Inc. File No. 000-49636 THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR THE COMMON STOCK MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN. This note is one of a series issued i

Applied DNA Sciences – Contract (January 28th, 2005)

EXHIBIT 4.2 THIS NOTE AND THE COMMON STOCK REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR THE COMMON STOCK MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE. This note is one of a series issued in the aggregate principal amount of $_________. APPLIED DNA SCIENCES

Data Race Inc – The Securities Represented by This 10% Secured Convertible Promissory Note Have (July 24th, 2001)