8% Senior Secured Convertible Promissory Note Sample Contracts

Sino Gas International Holdings, Inc. – SINO GAS INTERNATIONAL HOLDINGS, INC. 8% Senior Secured Convertible Promissory Note Due December 20, 2013 (December 28th, 2012)

This 8% Senior Secured Convertible Promissory Note (the "Note") is issued by SINO GAS INTERNATIONAL HOLDINGS, INC., a Utah corporation (the "Obligor"), to Goldfields International Ltd. (the "Holder").

Orchestra Therapeutics Inc – Contract (April 11th, 2006)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE CONVERSION SHARES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Orchestra Therapeutics Inc – Contract (April 11th, 2006)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE CONVERSION SHARES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Orchestra Therapeutics Inc – Contract (April 11th, 2006)

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE CONVERSION SHARES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Continental Beverage & Nutrition, Inc. – Contract (April 28th, 2005)

EXHIBIT 10.2 THIS PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE U.S. $400,000.00 April 22, 2005 FOR VALUE RECEIVED, Continental Beverage and Nutrition, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Cornell Capital Partners, L.P. (the "Lender") the principal amount of Four Hundred Thousand ($400,000) Dollars (

Embryo Development Corp – Contract (November 30th, 2004)

THIS PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE U.S. $________ November 23, 2004 FOR VALUE RECEIVED, Embryo Development Corp., a Delaware corporation (the "Company"), hereby promises to pay to the order of ______________ (the "Lender") the principal amount of _________________________ (the "Principal Amount"), together with interest on the Principal Amount under this senior convertible promissory