8% Secured Convertible Promissory Note Sample Contracts

Investview Inc – Contract (March 7th, 2013)

This Note has 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. This Note may not 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.

Investview Inc – Contract (August 20th, 2012)

This Note has 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. This Note may not 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.

Investview Inc – Contract (April 4th, 2012)

This Note has 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. This Note may not 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.

8% Secured Convertible Promissory Note Due April 1, 2011 (November 6th, 2009)

THIS 8% SECURED CONVERTIBLE PROMISSORY NOTE (this "Note") is one of a series of duly authorized and issued 8% Secured Convertible Promissory Notes of CyberDefender Corporation, a California corporation, having a principal place of business at 617 West 7th Street, Suite 401, Los Angeles, CA 90017 (the "Company"), designated as its 8% Convertible Promissory Notes due April 1, 2011 (the "Notes").

Thermoenergy – 8% Secured Convertible Promissory Note (October 2nd, 2009)

This Note is one of six substantially identical promissory notes in the aggregate principal amount of $1,680,000 issued by the Borrower on or about the date hereof and identified on Exhibit A hereto under the heading "New Notes" (which promissory notes, together with those certain amended and restated promissory notes in the original aggregate principal amount of $4,000,000 issued by the Borrower on or about the date hereof and identified on Exhibit A hereto under the heading "Restated Notes", are referred to herein as the "Series Notes").

Thermoenergy – Issue Date: July 31, 2009 8% SECURED CONVERTIBLE PROMISSORY NOTE (August 27th, 2009)

FOR VALUE RECEIVED, ThermoEnergy Corporation, a Delaware corporation (the "Borrower"), hereby promise to pay to the order of Focus Fund L.P. (the "Holder"), the sum of up to Six Hundred Thousand Dollars ($600,000.00) 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 (ii) December 31, 2011 (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 "Finan

China Recycling Energy Corp. – 8% Secured Convertible Promissory Note (May 5th, 2009)

This Note has been entered into pursuant to, and is subject to, a Stock and Notes Purchase Agreement dated as of November 16, 2007, as amended April 29, 2008 and April 29, 2009, by and among Borrower and the Holder, among others (as it may be amended, restated, supplemented or otherwise modified from time to time, 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.

Geopharma Inc – Contract (April 10th, 2007)

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.