THIS NOTE AND THE SECURITIES ISSUABLE
UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY
OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY BENEFICIAL
INTERESTS HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED THE NOTE, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE,
PURSUANT TO AN OFFER, SALE OR OTHER TRANSFER TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT.
Date of Issuance 00.00.2000
FOR VALUE RECEIVED, Company Name, a Delaware corporation
(the “Company”), hereby promises to pay to the order of
(the “Holder”) the principal sum of
$00,000 (the “Principal”),
together with accrued and unpaid interest thereon (“Interest”),
from the Date of Issuance of this Note set forth above. Interest
shall be set to 10% per annum. Unless earlier converted into Conversion
Shares pursuant to Section 2.2 of the Note Purchase Agreement
dated 00.00.2000, between the Company and the Holder (the “Purchase Agreement”),
the Principal and accrued Interest shall be due and payable by the Company upon
written demand by the Holder at any time after the
18-month anniversary of the Date of Issuance of this Note (the “Maturity Date”).
This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and all capitalized terms not defined in this Note will have the meanings set forth in the Purchase Agreement.