8% Convertible Promissory Note Sample Contracts

Naturalnano – Contract (July 1st, 2014)

THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.

8% Convertible Promissory Note Due [ ], 2017 (March 25th, 2014)

THIS 8% CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 8% Convertible Note of InterCloud Systems, Inc., a Delaware corporation, (the "Company"), having its principal place of business at 331 Newman Springs Road, Building 1, Suite 104, Red Bank, NJ 07701, (this "Note").

Mediashift Inc. – Contract (May 28th, 2013)

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

8% CONVERTIBLE PROMISSORY NOTE RACKWISE, INC. Due ______________ ___, 2013 (July 6th, 2012)

This Convertible Promissory Note is one of a series of duly authorized and issued convertible promissory notes of Rackwise, Inc., a Nevada corporation (the "Company"), designated its 8% Convertible Promissory Notes due on or about ______________ ___, 2013 (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 the Securities Purchase Agreement, dated as of ______________ ___, 2012 (the "Purchase Agreement"), entered into between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

8% Convertible Promissory Note (August 3rd, 2011)

AUXILIO, INC., a Nevada corporation (the "Company"), for value received, hereby promises to pay to the order of _________________________________ ("Investor"), whose address is _____________________________________________________________, at said address or such other addresses as may be designated in writing by Investor from time to time, or Investor's registered assigns, the principal amount of _____________________________ and No/100 Dollars ($____,000), together with interest thereon from the date of issuance of this 8% Convertible Promissory Note (the "Note") on the unpaid principal balance at an annual rate of interest equal to eight percent (8%) per annum, compounded annually (on the basis of a 360-day year), such principal and interest to be payable as provided below on July 29, 2014 (the "Maturity Date").

Lucid – Contract (August 1st, 2011)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

Lucid – Contract (April 15th, 2011)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND IN THE ABSENCE OF COMPLIANCE WITH APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND SUCH FOREIGN JURISDICTION LAWS HAVE BEEN SATISFIED.

Ardmore Holding Corporation – 8% Convertible Promissory Note (June 12th, 2008)

This Note has been issued pursuant to the Amended and Restated Securities Purchase Agreement dated as of May 12, 2008 between the Company and the original Holder, as amended (the "Securities Purchase Agreement"), and shall be governed by the terms thereof. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Securities Purchase Agreement.

George Foreman Enterprises – 8% Convertible Promissory Note George Foreman Enterprises, Inc. Due __________, 2010 (March 11th, 2008)

This Convertible Promissory Note is due __________, 2010 and is one of a series of duly authorized and issued convertible promissory notes of George Foreman Enterprises, Inc., a Delaware corporation (the "Company"), designated its 8% Convertible Promissory Notes (the "Note" or the "Notes"). This Note is 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 __________, 2008 (the "Securities Purchase Agreement") between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

Contract (December 19th, 2006)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. BRAINSTORM CELL THERAPEUTICS INC. 8% Convertible Promissory Note Due December 13, 2007 U.S.$200,000.00 New York, New York December 13, 2006 Brainstorm Cell Therapeutics Inc., a Washington corporation (the "Company" or the "Maker"), for value received, hereby promises to pay to Eli Weinstein, or his registered assigns, the principal sum of U.S. Two Hundred Thousand Dollars (US$200,000) plus all accrued but unpaid interest on the first anniversary of the date hereof (the "Maturity Date"). Interest shall be computed on the basis of a 365-day year from the date hereof on the unpaid balance of such principal amount from time to time outstanding a

Knobias, Inc. – Contract (March 1st, 2006)

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Original Issue Date: ____________ $____________

Elcom International – 8% Convertible Promissory Note (August 10th, 2005)

FOR VALUE RECEIVED, the adequacy of which is hereby acknowledged, the undersigned, ELCOM INTERNATIONAL, INC., a Delaware corporation, whose principal address is 10 Oceana Way, Norwood, Massachusetts 02062 (Maker), promises to pay to , a , whose principal address is (Payee), the entire aggregate principal amount of One Hundred Thousand [Pounds Sterling] (PS150,000.00), pursuant to the terms and conditions contained herein, together with interest thereon at the rate hereinafter provided, in accordance with the following.