Bridge Note Sample Contracts

art+design – ISSUE DATE: August 17, 2018 Petrolia Energy Corporation 12% Bridge Note - 2018 (September 5th, 2018)

Petrolia Energy Corporation, a Texas corporation whose address is 710 North Post Oak Road, Suite 510, Houston, Texas 77024 (hereinafter referred to as "Petrolia" or the "Company"), for value received, hereby promises to pay to ________________, a Texas Business (the "Payee"), at Houston, Texas, or Payee's registered assigns at the address designated by such assigns in writing, the sum of ________________________together with all accrued interest on the unpaid principal balance hereof from the date hereof until (a) the date this 12% Note is paid in full; (b) the Maturity Date; or (c) or such earlier date as the Note is paid.

Metastat Inc – METASTAT, INC. Junior Non-Convertible Promissory Bridge Note (April 5th, 2018)

FOR VALUE RECEIVED, MetaStat, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of [___________] or any permitted holder (the "Payee") of this junior non-convertible promissory bridge note (this "Note"), at the principal office of the Payee set forth herein, or at such other place as the Payee may designate in writing to the Company, the principal sum of [___________] Dollars ($[_____]), with interest on the unpaid principal balance hereof at a rate equal to ten percent (10%) per annum commencing effective as of the Issuance Date (the "Commencement Date"), in such currency of the United States of America as at the time shall be legal tender for the payment of public and private debts and in immediately available funds, as provided in this Note. This Note has been entered into pursuant to the terms of a note purchase agreement (the "Purchase Agreement") dated as of [_____], 2018 by and among the Company and the purchasers signatory thereto. Unless otherwise

Metastat Inc – METASTAT, INC. Senior Non-Convertible Promissory Bridge Note (April 5th, 2018)

FOR VALUE RECEIVED, MetaStat, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of [___________] or any permitted holder (the "Payee") of this senior non-convertible promissory bridge note (this "Note"), at the principal office of the Payee set forth herein, or at such other place as the Payee may designate in writing to the Company, the principal sum of [___________] Dollars ($[_____]), with interest on the unpaid principal balance hereof at a rate equal to ten percent (10%) per annum commencing effective as of the Issuance Date (the "Commencement Date"), in such currency of the United States of America as at the time shall be legal tender for the payment of public and private debts and in immediately available funds, as provided in this Note. This Note has been entered into pursuant to the terms of a note purchase agreement (the "Purchase Agreement") dated as of [_____], 2018 by and among the Company and the purchasers signatory thereto. Unless otherwise

11.000% Senior Secured Bridge Note Due 2019 HC2 Holdings 2, Inc. (December 20th, 2016)

INTEREST. HC2 Holdings 2, Inc., a Delaware corporation (the "Bridge Note Issuer"), promises to pay or cause to be paid interest on the principal amount of this Bridge Note at 11.000% per annum until maturity. The Bridge Note Issuer will pay interest, if any, semi-annually in arrears on December 1 and June 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on this Bridge Note will accrue from the date of issuance and the first Interest Payment Date shall be June 1, 2017. The Bridge Note Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law (as defined in the indenture, dated as of November 20, 2014 (the "Existing Indenture"), among HC2 Holdings, Inc., a Delaware corporation (the "Company"), the guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the "Trustee") and as collateral trustee (in such capacity, the "C

iMedicor – iMedicor, Inc. FOURTH AMENDED AND RESTATED TERM SHEET Convertible Bridge Note Offering (The "Bridge Offering") April 6, 2016 (August 5th, 2016)

As of the date of this Term Sheet, the Company has not filed, and is delinquent in its filing, of its Annual Report on Form 10-K for the fiscal year ended June 30, 2015, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2015. Accordingly, these delinquencies have resulted in there being no available current information regarding the Company, its business, results of operations or its financial condition; and investors will be required to make an investment decision without this material information.

Growlife, Inc. – Growlife, Inc. Oid Secured Bridge Note Due October 31, 2013 (October 17th, 2013)

This OID Secured Bridge Note of GrowLife, Inc., a Delaware corporation (the "Company"), having its principal place of business at 20301 Ventura Blvd, Suite 126, Woodland Hills, California 91364 (this "Note"), is duly authorized and validly issued.

Instanet – Re: True Drinks Holdings, Inc. Bridge Note Offering (The "Offering") (July 3rd, 2013)

True Drinks Holdings, Inc. (the "Company") proposes to amend the terms of the Note Subscription Agreement and the exhibits thereto (collectively, the "Subscription Documents") pursuant to the terms of this letter agreement (this "Agreement") prior to the initial closing in the offering contemplated by the Subscription Documents (the "Offering"). If you wish to participate in the Offering please execute this amendment and return per the instructions on the signature page hereto at your earliest convenience. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Documents.

Growlife, Inc. – GrowLife, INC. OID SECURED BRIDGE NOTE DUE OCTOBER 31, 2013 (May 3rd, 2013)

This OID Secured Bridge Note of GrowLife, Inc., a Delaware corporation (the "Company"), having its principal place of business at 20301 Ventura Blvd, Suite 126, Woodland Hills, California 91364 (this "Note"), is duly authorized and validly issued.

iHookup Social, Inc. – EXHIBIT a CONVERTIBLE BRIDGE NOTE (Non-Interest Bearing) (April 5th, 2013)

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER AN EXEMPTION TO SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS OF THE HO

Quantum Fuel Systems Technologies – OID BRIDGE NOTE DUE DECEMBER 31, 2013 (Non-Convertible) OF QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. (January 25th, 2013)

FOR VALUE RECEIVED, Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation having its principal place of business 25242 Arctic Ocean Drive, Lake Forest, California (the Company), promises to pay to the order of , or its registered assigns or successors-in-interest (the Holder), the principal sum of [ ] U.S. Dollars and Zero Cents (US$ and any additional sums due pursuant to the terms hereof on December 31, 2013 (subject to acceleration as set forth herein, the Maturity Date) or such earlier date as this Note, or any portion hereof, is required or permitted to be repaid as provided hereunder, and to pay accrued and unpaid interest to the Holder (if any) on the then outstanding principal amount of this Note in accordance with the provisions hereof.

Convertible Bridge Note (August 31st, 2012)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, A SECURITIES PURCHASE AGREEMENT, DATED AS OF THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH (A) LIMIT THE CONVERSION RIGHTS OF THE HOLDER, (B) SPECIFY VOLUNTARY AND MANDATORY REPAYMENT, PREPAYMENT AND REDEMPTION RIGHTS AND OBLIGATIONS AND (C) SPECIFY EVENTS OF DEFAULT FOLLOWING WHICH THE REMAINING BALANCE DUE AND OWING HEREUNDER MAY BE ACCELER

10% Convertible Bridge Note Due July 2, 2013 Bureau of Fugitive Recovery, Inc. (July 9th, 2012)

FOR VALUE RECEIVED, in cash and other consideration, Bureau of Fugitive Recovery, Inc., a Colorado corporation ("Borrower"), hereby promises to pay to ____________, or registered assigns ("Holder"), the sum of _____________ (US$_____) (the "Principal").

10% Senior Secured Convertible Bridge Note Due October 15, 2012 Commercetel Corporation (June 4th, 2012)

FOR VALUE RECEIVED, in cash and other consideration, CommerceTel Corporation, a Nevada corporation ("Borrower"), hereby promises to pay to _____________________ or registered assigns ("Holder"), the sum of _______________________ (US$______) (the "Principal").

Native Amer Energy – Form of Secured Bridge Note (November 14th, 2011)

THIS BRIDGE NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, ASSIGNED OR TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT, AND ANY APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (B) EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS ARE AVAILABLE.

Columbia Property Trust, Inc. – Bridge Note (May 6th, 2011)

This Note is one of the Bridge Notes referred to in the Credit Agreement dated as of March 7, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Borrower the financial institutions party thereto and their assignees under Section 12.5 thereof (the "Lenders"), JPMorgan Chase Bank, N.A., as Agent (the "Agent"), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement.

Ic Isaacs – Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, PASSPORT BRANDS INC., a Delaware corporation with an address at 252 West 37th Street, 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Seventeen Thousand Dollars ($117,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Ic Isaacs – Senior Convertible Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Francois de Visscher an individual with an address at 83 Meadow Wood Drive, Greenwich, CT 06830 (hereinafter referred to as the "Lender") the principal sum of Two Hundred Thousand Dollars ($200,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.

Ic Isaacs – Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred-Forty Thousand Dollars ($140,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Ic Isaacs – Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Two Hundred Twenty Thousand Dollars ($220,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Ic Isaacs – Senior Convertible Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Michael Barnes Esq. an individual with an address at 100 Wilshire Blvd Suite 950, Santa Monica CA 90401 (hereinafter referred to as the "Lender") the principal sum of Fifty Thousand Dollars ($50,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.

Ic Isaacs – Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Five Hundred Thousand Dollars ($400,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Ic Isaacs – Senior Convertible Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive, Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Thousand Dollars ($100,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.

Ic Isaacs – Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Thirty Thousand Dollars ($130,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Ic Isaacs – Bridge Note (February 11th, 2011)

FOR VALUE RECEIVED, PASSPORT BRANDS INC., a Delaware corporation with an address at 252 West 37th Street, 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Fifty Thousand Dollars ($50,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.

Digital Comm, Inc. Senior Secured Bridge Note (December 6th, 2010)

FOR VALUE RECEIVED, the undersigned, Digital Comm, Inc., a Florida corporation, and a wholly-owned and the sole subsidiary of Genesis Group Holdings, Inc., a Delaware corporation, trading on the OTC Bulletin Board under the symbol "GGHO" (the "Parent"), with its principal office located at 2500 N. Military Trail, Boca Raton, Florida ("Borrower"), hereby unconditionally promises to pay to UTA Capital LLC, a Delaware company ("Purchaser"), on the Maturity Date (as defined in Section 4 hereof) to the order of Purchaser, at the office of Purchaser located at 100 Executive Drive, Suite 330, West Orange, NJ 07052, or such other address designated by Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of one million Dollars ($1,000,000.00).

Speedemissions Inc – Bridge Note (November 12th, 2010)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (C) IF REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

10% Senior Secured Convertible Bridge Note Due ___________, 2011 Pubco(1) (November 8th, 2010)

FOR VALUE RECEIVED, in cash and other consideration, Pubco., a Nevada corporation ("Borrower"), hereby promises to pay to ____________, or its registered assigns ("Holder"), the sum of _________________ Dollars (US$_________) (the "Principal").

Umami Sustainable Seafood – Umami Sustainable Seafood Inc. Senior Secured Bridge Note (October 22nd, 2010)

FOR VALUE RECEIVED, the undersigned, Umami Sustainable Seafood Inc., a Nevada corporation, with an office located at 405 Lexington Avenue, 26th Floor, Suite 2640, New York, NY 10174, ("Borrower"), hereby unconditionally promises to pay to UTA Capital LLC, a Delaware company ("Purchaser"), on the Maturity Date (as defined in Section 4 hereof) to the order of Purchaser, at the office of Purchaser located at 100 Executive Drive, Suite 330, West Orange, NJ 07052, or such other address designated by Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of two million five hundred thousand dollars ($2,500,000.00).

Envision Solar International, Inc. – Envision Solar International, Inc. Secured Bridge Note (February 12th, 2010)

THIS NOTE is the duly authorized and validly issued Secured Bridge Note of ENVISION SOLAR INTERNATIONAL, INC., a California corporation (the "Company"), having its principal place of business at 4225 Executive Square, Suite 1000, San Diego, CA 92037, designated as its Secured Bridge Note (this "Note").

Artisanal Brands, Inc. – Bridge Note (October 15th, 2009)
Bonanza Oil & Gas, Inc. – BRIDGE NOTE February 2, 2009 Houston, Texas (March 31st, 2009)

This Note can be prepaid in whole or in part at any time without the consent of the Payee provided that Maker shall pay all interest on the principal for the entire term of the note.

Ttc Technology Corp – Bridge Note BRIDGE NOTE (March 3rd, 2009)

This Note is the Bridge Note referred to in that certain Liquidation Agreement, dated as of the date hereof, between the Borrowers, YA Global as Collateral Agent and as a Lender, and Xentenial Holdings Limited, Staraim Enterprises Limited, and Starome Investments Limited as Lenders (as such agreement may be amended from time to time the "Liquidation Agreement"), and is subject to repayment upon the terms contained in the Liquidation Agreement. Capitalized terms used herein shall be defined as in the Liquidation Agreement.

Nanogen – Nanogen, Inc. Senior Secured Convertible Bridge Note (August 15th, 2008)

FOR VALUE RECEIVED, Nanogen, Inc., a Delaware corporation (the Company), hereby promises to pay to [ELITECH] [PORTSIDE GROWTH AND OPPORTUNITY FUND] [CAPITAL VENTURES INTERNATIONAL] [ENABLE GROWTH PARTNERS LP] [HIGHBRIDGE INTERNATIONAL LLC] [CASTLERIGG MASTER INVESTMENTS LTD.] or registered assigns (Holder) the amount set out above as the Original Principal Amount (as increased pursuant to the addition of any Capitalized Interest and as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the Principal) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (Interest), on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the Issuance Date) until the same becomes due and payable, whether upon an Interest Date (as defined below) or the Maturity Date, acceleration, conversion, redemption

Nanogen – Nanogen, Inc. Senior Secured Convertible Bridge Note (August 15th, 2008)

FOR VALUE RECEIVED, Nanogen, Inc., a Delaware corporation (the Company), hereby promises to pay to [ELITECH] [PORTSIDE GROWTH AND OPPORTUNITY FUND] [CAPITAL VENTURES INTERNATIONAL] [ENABLE GROWTH PARTNERS LP] [HIGHBRIDGE INTERNATIONAL LLC] [CASTLERIGG MASTER INVESTMENTS LTD.] or registered assigns (Holder) the amount set out above as the Original Principal Amount (as increased pursuant to the addition of any Capitalized Interest and as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the Principal) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (Interest), on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the Issuance Date) until the same becomes due and payable, whether upon an Interest Date (as defined below) or the Maturity Date, acceleration, conversion, redemption

World Am Inc. – Convertible Bridge Note (June 11th, 2008)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW.