Convertible Subordinated Note Sample Contracts

Erin Energy Corp. – Convertible Subordinated Note Amendment and Debt Conversion Agreement (February 27th, 2018)

This Convertible Subordinated Note Amendment and Debt Conversion Agreement (this "Agreement") dated February 26, 2018, is by and between, Erin Energy Corp., a Delaware corporation (the "Company") and Oltasho Nigeria Limited, a Nigerian registered company (the "Creditor"), each a "Party" and collectively the "Parties."

37/8 % Convertible Subordinated Notes Due 2036 INDENTURE Dated as of June 7, 2006 (February 17th, 2017)

INDENTURE dated as of June 7, 2006, among TRINITY INDUSTRIES, INC., a Delaware corporation (the " Company "), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the " Trustee "), as Trustee.

Adcare Health Systems, Inc. 10% Convertible Subordinated Note Due April 30, 2017 (August 13th, 2015)

This 10% CONVERTIBLE SUBORDINATED NOTE (including all 10% Convertible Subordinated Notes issued in transfer or replacement hereof, this "Note") is one of a series of 10% Convertible Subordinated Notes originally issued by AdCare Health Systems, Inc., a Georgia corporation (the "Company"), as contemplated by the Company's Confidential Offering Memorandum dated March 24, 2015, and pursuant to Subscription Agreements relating thereto between the Company and the Persons signatory thereto (collectively, the "Notes"). Certain capitalized terms used herein are defined in Section 24.

Adcare Health Systems, Inc. 10% Convertible Subordinated Note Due April 30, 2017 (May 14th, 2015)

This 10% CONVERTIBLE SUBORDINATED NOTE (including all 10% Convertible Subordinated Notes issued in transfer or replacement hereof, this "Note") is one of a series of 10% Convertible Subordinated Notes originally issued by AdCare Health Systems, Inc., a Georgia corporation (the "Company"), as contemplated by the Company's Confidential Offering Memorandum dated March 24, 2015, and pursuant to Subscription Agreements relating thereto between the Company and the Persons signatory thereto (collectively, the "Notes"). Certain capitalized terms used herein are defined in Section 24.

CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND CIBANCO S.A., INSTITUCION DE BANCA MULTIPLE AS MEXICAN TRUSTEE CONVERTIBLE SUBORDINATED NOTES DUE 2020 Indenture Dated as of March 13, 2015 (April 27th, 2015)

THIS INDENTURE, dated as of March 13, 2015, is between CEMEX, S.A.B. de C.V. a publicly traded variable capital corporation (sociedad anonima bursatil de capital variable) organized under the laws of Mexico (the Issuer), The Bank of New York Mellon, as trustee (the Trustee) and, solely for compliance with certain Mexican law requirements set forth in Section 7.01(b) and Section 7.06, CIBanco S.A., Institucion de Banca Multiple (the Mexican Trustee). The Issuer has duly authorized the creation of its Convertible Subordinated Notes due 2020 (the Notes) and to provide therefor the Issuer, the Trustee and the Mexican Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:

Energy & Exploration Partners, Inc. – Energy & Exploration Partners, Inc. 8.00% Convertible Subordinated Notes Due 2019 Indenture Dated as of July 22, 2014 U.S. Bank National Association as Trustee (September 12th, 2014)

INDENTURE, dated as of July 22, 2014, between Energy & Exploration Partners, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, a national banking association, as trustee (Trustee).

Energy & Exploration Partners, Inc. – ENERGY & EXPLORATION PARTNERS, INC. 8.0% Convertible Subordinated Notes Due 2019 REGISTRATION RIGHTS AGREEMENT (August 8th, 2014)
Energy & Exploration Partners, Inc. – Energy & Exploration Partners, Inc. 8.00% Convertible Subordinated Notes Due 2019 Indenture Dated as of July 22, 2014 U.S. Bank National Association as Trustee (August 8th, 2014)

INDENTURE, dated as of July 22, 2014, between Energy & Exploration Partners, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, a national banking association, as trustee (Trustee).

CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND THE BANK OF NEW YORK MELLON, S.A., INSTITUCION DE BANCA MULTIPLE AS MEXICAN TRUSTEE 3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2018 Indenture Dated as of March 15, 2011 (April 28th, 2014)

THIS INDENTURE, dated as of March 15, 2011, is between CEMEX, S.A.B. de C.V. a publicly traded variable capital corporation (sociedad anonima bursatil de capital variable) organized under the laws of Mexico (the Issuer), The Bank of New York Mellon, as trustee (the Trustee) and, solely for compliance with certain Mexican law requirements set forth in Section 7.01(b) and Section 7.06, The Bank of New York Mellon, S.A., Institucion de Banca Multiple (the Mexican Trustee). The Issuer has duly authorized the creation of its 3.75% Convertible Subordinated Notes due 2018 (the Notes) and to provide therefor the Issuer, the Trustee and the Mexican Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:

CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND THE BANK OF NEW YORK MELLON, S.A., INSTITUCION DE BANCA MULTIPLE AS MEXICAN TRUSTEE 3.25% CONVERTIBLE SUBORDINATED NOTES DUE 2016 Indenture Dated as of March 15, 2011 (April 28th, 2014)

THIS INDENTURE, dated as of March 15, 2011, is between CEMEX, S.A.B. de C.V. a publicly traded variable capital corporation (sociedad anonima bursatil de capital variable) organized under the laws of Mexico (the Issuer), The Bank of New York Mellon, as trustee (the Trustee) and, solely for compliance with certain Mexican law requirements set forth in Section 7.01(b) and Section 7.06, The Bank of New York Mellon, S.A., Institucion de Banca Multiple (the Mexican Trustee). The Issuer has duly authorized the creation of its 3.25% Convertible Subordinated Notes due 2016 (the Notes) and to provide therefor the Issuer, the Trustee and the Mexican Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:

2.75% Convertible Subordinated Notes Due 2021 Purchase Agreement (March 19th, 2014)

Carriage Services, Inc., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and each of the other Initial Purchasers named in Schedule A hereto (collectively, the "Initial Purchasers," which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the "Representative"), with respect to (i) the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $125,000,000 aggregate principal amount of the Company's 2.75% Convertible Subordinated Notes due 2021 (the "Initial Securities") and the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $18,750,000 aggregate princ

Erin Energy Corp. – Convertible Subordinated Note Due January 15, 2019 (February 27th, 2014)
Theravance – Theravance, Inc. 2.125% Convertible Subordinated Notes Due 2023 Indenture Dated as of January 24, 2013 the Bank of New York Mellon Trust Company, N.A. As Trustee (January 25th, 2013)

THIS INDENTURE dated as of January 24, 2013 is between Theravance, Inc., a corporation duly organized under the laws of the State of Delaware (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the Trustee).

ARCELORMITTAL, as Company, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, and CITIBANK, N.A., as Securities Administrator Supplemental Indenture Dated as of January 16, 2013 Supplemental to Subordinated Securities Indenture Dated as of January 16, 2013 6.00% Mandatorily Convertible Subordinated Notes Due 2016 (January 16th, 2013)

SUPPLEMENTAL INDENTURE, dated as of January 16, 2013, (this Supplemental Indenture) among ArcelorMittal, a societe anonyme incorporated under the laws of the Grand Duchy of Luxembourg (the Company), Wilmington Trust, National Association, a national banking association, as trustee (the Trustee) under the Subordinated Securities Indenture dated as of January 16, 2013, among the company, the Trustee and the Securities Administrator (the Base Indenture), and Citibank, N.A., a national banking association, as securities administrator (the Securities Administrator) under the Base Indenture.

Theravance – Theravance, Inc. [*]% Convertible Subordinated Notes Due 2023 Indenture Dated as of January [*], 2013 the Bank of New York Mellon Trust Company, N.A. As Trustee (January 16th, 2013)

THIS INDENTURE dated as of January [*], 2013 is between Theravance, Inc., a corporation duly organized under the laws of the State of Delaware (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the Trustee).

API Nanotronics – This Convertible Subordinated Note Has Not Been Registered Under the Securities Act of 1933, as Amended and May Not Be Sold, Transferred, Assigned, Pledged, or Hypothecated Unless and Until Registered Under Such Act, or Unless the Issuer Has Received an Opinion of Counsel or Other Evidence, Satisfactory to the Issuer and Its Counsel, That Such Registration Is Not Required. (March 28th, 2012)

THIS NOTE IS SUBJECT TO THE NOTE PURCHASE AGREEMENT DATED AS OF MARCH 22, 2012, AS THE SAME MAY BE AMENDED, SUPPLEMENTED, MODIFIED OR REPLACED FROM TIME TO TIME, INCLUDING, WITHOUT LIMITATION, THE SUBORDINATION PROVISIONS OF ARTICLE XIV THEREOF. IF ANY PROVISION OF THIS NOTE IS FOUND TO CONFLICT WITH SUCH NOTE PURCHASE AGREEMENT, THE PROVISIONS OF SUCH NOTE PURCHASE AGREEMENT SHALL PREVAIL.

CEMEX, S.A.B. De C.V. 3.25% CONVERTIBLE SUBORDINATED NOTES DUE 2016 PURCHASE AGREEMENT (June 16th, 2011)
CEMEX, S.A.B. De C.V. 3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2018 PURCHASE AGREEMENT (June 16th, 2011)
A123 SYSTEMS, INC. And U.S. BANK NATIONAL ASSOCIATION Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 6, 2011 to the Indenture Dated as of April 6, 2011 3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2016 (April 6th, 2011)

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 6, 2011, is entered by and between A123 Systems, Inc., a Delaware corporation (the Issuer), and U.S. Bank National Association, a national banking association (the Trustee), under the Indenture, dated as of April 6, 2011, between the Issuer and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the Original Indenture).

EQM Technologies & Energy, Inc. – Contract (March 21st, 2011)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED.

New Century Transportation, Inc. 14% Amended and Restated Convertible Subordinated Note (August 11th, 2010)

This Note amends and restates and replaces the 7% Convertible Subordinated Note dated June 29, 2007 (the Prior Note) which shall be terminated upon execution and delivery of this Note, and is one of the Seller Notes issued pursuant to the Stock Purchase Agreement, dated as of June 13, 2007 (the Acquisition Agreement) by and among the Company, P&P Transport, Inc. and Evergreen Equipment Leasing Co., Inc. (each, a Target and collectively, the Targets) and the Sellers of the Targets. Pursuant to Treasury Regulation 1.1001-3, this Note is considered a newly issued note on March 28, 2008.

CEMEX, S.A.B. De C.V. 4.875% CONVERTIBLE SUBORDINATED NOTES DUE 2015 PURCHASE AGREEMENT (June 30th, 2010)
CEMEX, S.A.B. DE C.V., THE BANK OF NEW YORK MELLON AS TRUSTEE AND THE BANK OF NEW YORK MELLON, S.A., INSTITUCION DE BANCA MULTIPLE AS MEXICAN TRUSTEE 4.875% CONVERTIBLE SUBORDINATED NOTES DUE 2015 Indenture Dated as of March 30, 2010 (June 30th, 2010)

THIS INDENTURE, dated as of March 30, 2010, is between CEMEX, S.A.B. de C.V. a publicly traded variable capital corporation (sociedad anonima bursatil de capital variable) organized under the laws of Mexico (the Issuer), The Bank of New York Mellon, as trustee (the Trustee) and, solely for compliance with certain Mexican law requirements set forth in Section 7.01(b) and Section 7.06, The Bank of New York Mellon, S.A., Institucion de Banca Multiple (the Mexican Trustee). The Issuer has duly authorized the creation of its 4.875% Convertible Subordinated Notes due 2015 (the Notes) and to provide therefor the Issuer, the Trustee and the Mexican Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:

Curagen Corporation as Issuer the Bank of New York, as Trustee Up to $120,000,000 Aggregate Principal Amount of 4.0% Convertible Subordinated Notes Due 2011 Indenture Dated as of February 17, 2004 (March 12th, 2010)

INDENTURE, dated as of February 17, 2004, between CURAGEN CORPORATION, a Delaware corporation (the Company), and The Bank of New York, a New York banking corporation, as Trustee (the Trustee).

Columbia Laboratories, Inc. – Amendment No. 1 to Convertible Subordinated Note (March 4th, 2010)

This Amendment No. 1 (this Amendment) to each of Columbia Laboratories, Inc.s (the Company) Convertible Subordinated Notes due December 31, 2011 (each, a Note and collectively, the Notes), is made as of March 3, 2010. Except as otherwise provided herein, capitalized terms used herein shall have the meanings set forth in the Notes. For purposes hereof, the Note Purchase Agreements shall mean the Note Purchase and Amendment Agreements, dated on or after March 3, 2010, each by and among the Company and certain other persons relating to the Notes.

Columbia Laboratories, Inc. – Amendment No. 1 to Convertible Subordinated Note (March 4th, 2010)

This Amendment No. 1 (this Amendment) to each of Columbia Laboratories, Inc.s (the Company) Convertible Subordinated Notes due December 31, 2011 (each, a Note and collectively, the Notes), is made as of March 3, 2010. Except as otherwise provided herein, capitalized terms used herein shall have the meanings set forth in the Notes. For purposes hereof, the Note Purchase Agreements shall mean the Note Purchase and Amendment Agreements, dated on or after March 3, 2010, each by and among the Company and certain other persons relating to the Notes.

BEAZER HOMES USA, INC. $50,000,000 7 1/2% Mandatory Convertible Subordinated Notes Due 2013 UNDERWRITING AGREEMENT (January 12th, 2010)

Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC As Representatives of the Underwriters 388 Greenwich Street New York, New York 10013

FIRST SUPPLEMENTAL INDENTURE Dated as of January 12, 2010 Between BEAZER HOMES USA, INC. And U.S. BANK NATIONAL ASSOCIATION, as Trustee 71/2% MANDATORY CONVERTIBLE SUBORDINATED NOTES DUE 2013 First Supplement to Indenture Dated as of January 12, 2010 (January 12th, 2010)

FIRST SUPPLEMENTAL INDENTURE, dated as of January 12, 2010 (this Supplemental Indenture, together with the Base Indenture (as defined below), the Indenture), between Beazer Homes USA, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, acting as indenture trustee (the Trustee).

GRIFFON CORPORATION 4.00% Convertible Subordinated Notes Due 2017 Purchase Agreement (December 21st, 2009)
Griffon Corporation 4.00% Convertible Subordinated Notes Due 2017 (December 21st, 2009)

INDENTURE dated as of December 21, 2009 between GRIFFON CORPORATION, a Delaware corporation (Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (Trustee).

Us Solartech Inc – Contract (October 14th, 2009)

THIS NOTE AND THE SHARES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS NOTE NOR ANY SHARES ISSUABLE ON CONVERSION HEREOF MAY BE TRANSFERRED, SOLD OR OFFERED FOR SALE, IN WHOLE OR IN PART, UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE SECURITIES ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW, (2) SUCH TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT AND PURSUANT TO QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW OR EXEMPTION THEREFROM, OR (3) THERE IS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID TRANSFER, SALE OR OFFER.

SPSS INC. AND WILMINGTON TRUST FSB as Successor Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 2, 2009 to INDENTURE Dated as of March 19, 2007 2.50% Convertible Subordinated Notes Due 2012 (October 2nd, 2009)

FIRST SUPPLEMENTAL INDENTURE, dated as of October 2, 2009 (the First Supplemental Indenture), between SPSS INC., a Delaware corporation (hereinafter called the Company), and WILMINGTON TRUST FSB, as successor trustee (hereinafter called the Trustee).

Kennedy-Wilson Holdings Inc. – KENNEDY-WILSON, INC. 7% Convertible Subordinated Note Due November 3, 2018 (September 24th, 2009)

This Note is one of a series of Convertible Subordinated Notes (herein called the Notes) issued pursuant to that certain Securities Purchase Agreement, dated as of October 31, 2008 (as from time to time amended, restated, supplemented or otherwise modified, the Securities Purchase Agreement), between the Company and the respective purchasers named therein and is entitled to the benefits thereof

Equinix, Inc. 4.75% Convertible Subordinated Notes Due June 15, 2016 Indenture Dated as of June 12, 2009 U.S. Bank National Association as Trustee (June 12th, 2009)

INDENTURE, dated as of June 12, 2009, between EQUINIX, INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the Trustee).

Equinix, Inc. []% Convertible Subordinated Notes Due June 15, 2016 Indenture Dated as of June [], 2009 U.S. Bank National Association as Trustee (June 8th, 2009)

INDENTURE, dated as of June [], 2009, between EQUINIX, INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the Trustee).