Fill and Sign the 1 Term Sheet for Convertible Promissory Note Form

Convertible Promissory Note by Corporation -- One of Series of Notes Issued Pursuant to Convertible Note Purchase Agreement THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND STATUTES, UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ____________________________(Name of Corporation)$_____________ (Dollar amount of Note)_________________, _____________(Name of City), (Name of State)_________________(Date of Note) FOR VALUE RECEIVED, _________________________ (Name of Corporation), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________________________________ ____________________________________ (street address, city, state, zip code), referred to herein as the Company, promises to pay to __________________ (Name of Lender), of ____________________________________________________________________________ (street address, city, state, zip code), or any authorized holder of this Note (the Holder), the principal sum of $___________, or so much of such principal sum as may be outstanding, plus any interest calculated in accordance with Section 2 below, on the Maturity Date (as defined below) in accordance with the provisions of this Promissory Note (this Note). This Note is one of a series of Notes being issued pursuant to the terms of that certain Convertible Note Purchase Agreement, dated _________________ (date), by and among the Company and the original Holder of this Note and the other parties named in such agreement (the Purchase Agreement). Capitalized terms not otherwise defined in this Note shall have the respective meanings ascribed to such terms in the Purchase Agreement. This Note is subject to the following terms and conditions: 1. Maturity DateThe entire principal amount of this Note and all accrued but unpaid interest thereon shall be due and payable in full on ___________________ (date) (the Maturity Date). 2. InterestSimple interest shall accrue on the unpaid principal amount of this Note at a fluctuating annual rate of interest equal to the LIBOR Rate, as in effect on the date of this Note and as the
Principal amount of this note is reduced during the term of this note, until maturity, if the principal amount of this note then outstanding exceeds, (1) the amount of the principal amount, determined as if this note had been issued on September 30 of the year immediately preceding the year in which the principal amount first became fully due, (2) the outstanding balance of such outstanding principal amount at the end of the year in which the principal amount first became fully due, (3) the amount of the principal amount, determined as if the date of this note had occurred on September 30 of the last full calendar year in which the LIBOR rate was the same as in effect on such date, and (4) the fair value of this note as of the date of this note determined in accordance with paragraph (d)(2)(iv) above. If such interest simple rate of interest is calculated on the basis of an annual rate of interest calculated on the basis of a rate equal to the annual rate of interest than in effect from time to time in effect for the stated year, as determined by the board of governors of the Federal Reserve system (the federal reserve board), or if applicable a federal open market committee (federal open market committee), the annual rate for a month, quarter, or year shall be used unless the company provides prior written consent too otherwise. Upon request, the board of directors may increase or decrease the annual rate of interest in the increase or decrease required to equal the daily amount necessary for the daily rate of interest to equal the fixed daily reference rate as of the stated beginning of the applicable calendar month, quarter, or year. 3. Term of the notes the entire principal amount of this note shall be due and payable in full, and interest shall accrue only on the unpaid principal amount thereof, on (date) (the maturity date), on and from (date), until maturity and shall be due and payable at an annual rate of interest equal to the fixed reference rate as of the stated beginning of the applicable calendar month, quarter, or year, if the company provides written consent to a different rate. 4. Payment date at maturity of this note the principal amount thereof (or, at the option of the holders of a majority of the outstanding notes, all the outstanding notes) shall be paid at the close of business on the (date), if the holders of a majority of the outstanding notes vote. in favor of such payment, and on (the date), if the holders of a majority of the outstanding notes vote.