Blueprint
SANUWAVE HEALTH, INC.
10% CONVERTIBLE PROMISSORY NOTE
|
$___,000.00
|
November
3, 2017
Suwanee,
Georgia
|
FOR VALUE RECEIVED, the undersigned,
SANUWAVE HEALTH, INC. (the
“Company”),
promises to pay to the order of ________, or his/her/its registered
assigns (the “Holder”),
the principal sum of ______ Dollars ($____,000.00), with interest
thereon from time to time as provided herein.
1. Maturity
Date; Repayment; Interest. The principal under this Note
(“Principal”), together with interest calculated at the
rate of ten percent (10%) per annum on the Principal from the date
of issuance of the Note until six (6) months after the date of
issuance of the Note (the “Interest”), shall be due
and payable on the earlier of (i) six (6) months after the date of
issuance of the Note (the “Maturity
Date”) or (ii) the Prepayment Date (as defined below),
provided the Note is not converted in accordance with Section 3 below. The Principal
and the Interest shall not be payable or callable under the Note
until the earlier of (a) the Maturity Date or (b) the Prepayment
Date. No principal or interest shall be payable or callable under
this Note until the earlier of (a) the Maturity Date or (b) the
Prepayment Date.
2. Prepayment.
The Company may prepay
the Principal and Interest in cash, in whole but not in part, prior
to the Maturity Date or the conversion of the Note (the
“Prepayment
Date”) with twenty (20) days’ written notice to
the Holder.
(a) Immediately
upon issuance until the repayment in full of this Note, in the sole
and absolute discretion of the Holder, the Principal and Interest,
in whole or in part, shall be convertible at any time into shares
of common stock, $0.001 par value, of the Company
(“Common
Stock”), the number of such shares to be equal to the
amount obtained by dividing (i) the amount of the unpaid principal
and interest on this Note to be converted, by (ii) $0.11, by
submitting to the Company a notice of conversion, a form of which
is attached hereto as Annex A (by facsimile or other reasonable
means of communications, to the attention of the Chief Financial
Officer).
(b) In
the event of any conversion as provided above, the Company shall
not issue fractional securities but shall pay the dollar equivalent
of any fractional securities that would otherwise be
issuable.
(c) The
Company shall not be obligated to issue certificates evidencing the
securities issuable upon such conversion unless the Note is either
delivered to the Company or the Holder notifies the Company that
such Note has been lost, stolen or destroyed and executes an
agreement satisfactory to the Company to indemnify the Company from
any loss incurred by it in connection with such Note. The Company
shall, as soon as practicable after such delivery, or such
agreement and indemnification, issue and deliver at such office to
such holder of the Note, a certificate or certificates for the
securities to which the Holder shall be entitled as the result of a
conversion, as mutually agreed to between the Company and the
Holder. The person or persons entitled to receive securities
issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such securities on such
date.
(d) In
the event that any principal of or interest on this Note remains
unpaid at any time after payment thereof is due hereunder, the
Holder shall retain all rights hereunder until such time as amounts
due, including additional accrued interest, have been paid in full.
Subject to the foregoing, upon (i) either (x) payment in full by
the Company to the Holder of all principal, interest and any other
amounts due pursuant to the terms hereof or (y) conversion of this
Note in full pursuant to the terms hereof, and
(ii) fulfillment by the Company of all its other material
obligations hereunder, this Note shall terminate.
4. Defaults
and Remedies.
(a) In
the event the principal is not paid in full within three (3)
business days of the due date stipulated above, or any other
default occurs, then, from and after such date and until payment in
full of the amount due hereunder, interest shall accrue on the
outstanding principal balance of this Note at the simple rate equal
to eighteen percent (18%) per annum. Time is of the essence of this
Note.
(b) Presentment
for payment, demand, protest and notice of demand, dishonor,
protest and non-payment and all other notices are hereby waived by
the Company. No acceptance of a partial installment, late payment
or indulgences granted from time to time shall be construed
(i) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby or as a waiver of the right of the
Holder thereafter to insist upon strict compliance with the terms
of this Note, or (ii) to prevent the exercise of any right
granted hereunder or by the laws of the State of Georgia; and the
Company hereby expressly waives the benefit of any statute or rule
of law or equity now provided, or which may hereafter be provided,
which would produce a result contrary to or in conflict with the
foregoing. No extension of the time for the payment of this Note or
any installment due hereunder, made by agreement with any person
now or hereafter liable for the payment of this Note, shall operate
to release, discharge, modify, change or affect the original
liability of the Company under this Note, either in whole or in
part, unless the Holder agrees otherwise in writing.
(c) If
for any circumstances whatsoever, fulfillment of any provision of
this Note or of any other instrument evidencing or securing the
indebtedness evidenced hereby, at the time performance of such
provision shall be due, shall involve transcending the limit of
validity presently prescribed by any applicable usury statute or
any other applicable law, with regard to obligations of like
character and amount, then, the obligation to be fulfilled shall be
reduced to the limit of such validity, so that in no event shall
any action be possible under this Note or under any other
instrument evidencing or securing the indebtedness evidenced
hereby, that is in excess of the current limit of such validity,
but such obligation shall be fulfilled to the limit of such
validity.
5. Remedies
Cumulative. No remedy herein conferred upon the Holder is
intended to be exclusive of any other remedy and each and every
such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise. To the extent permitted by
applicable law, the Company and the Holder waive presentment for
payment, demand, protest and notice of dishonor.
6. Governing
Law. This Note shall be governed by and construed in
accordance with the laws of the State of Georgia regardless of
conflicts of law principles.
7. Assignment.
The Company shall not assign its rights or obligations under this
Note to any third party. Any assignment in breach of the foregoing
shall be void and of no force or effect. The Holder may assign his,
her, or its rights under this Note as allowed by law.
8. Amendment/Waiver.
No term of this Note may be amended and the observance of any term
of this Note may not be waived except with the written consent of
the Company and Holder hereof.
IN WITNESS WHEREOF, this Note has been
executed by the Company by its duly authorized officer as of the
day and year first written above.
SANUWAVE
Health, Inc.
Name:
___________________________________
Title:
____________________________________
Annex A
NOTICE OF CONVERSION OF
CONVERTIBLE PROMISSORY NOTE
(To be Executed by the Registered Holder in Order to Convert
the Note)
FROM:
(“Holder”)
DATE:
(the “Conversion Date”)
RE:
Conversion of the
Convertible Promissory Note (the “Note”) of
SANUWAVE HEALTH, INC. (the
“Company”) into shares of Common Stock (defined
below)
TO:
SANUWAVE HEALTH,
INC.
CHIEF
FINANCIAL OFFICER
3360
Martin Farm Road, Suite 100
Suwanee, Georgia
30024
Telephone: (678)
578-0117
Facsimile: (678)
569-0881
Email:
lisa.sundstrom@sanuwave.com
The
captioned Holder hereby gives notice to the Company, pursuant to
Section 3(a) of the Note of SANUWAVE HEALTH, INC., that the Holder elects to convert
$________________ of the unpaid principal amount of, and unpaid
interest on, the Note into fully paid and non-assessable shares of
common stock, $0.001 par value, of the Company (“Common
Stock”) as of the Conversion Date specified
above.
___________________________________
(Print
name of Holder)
By:
_______________________________
(Signature
of Authorized Person)
___________________________________