snwv_ex42





 







Exhibit 4.2


 



SECURED PROMISSORY NOTE


 


	

$15,000,000.00

	

August
6, 2020







 


FOR
VALUE RECEIVED, SANUWAVE HEALTH, INC., a Nevada corporation
(“Issuer”), hereby
unconditionally promises to pay to NH EXPANSION CREDIT FUND
HOLDINGS LP, a Delaware limited partnership (together with its
registered successors and permitted assigns, “Holder”), at the
Holder’s lending office, or at such other place as Holder may
from time to time designate in writing, in lawful money of the
United States of America and in immediately available funds, the
principal sum of Fifteen Million Dollars ($15,000,000.00), pursuant
to the terms of that certain Note and Warrant Purchase and Security
Agreement, dated as of the date hereof (as amended, restated,
amended and restated, supplemented or otherwise modified from time
to time, the “NWPSA”), by and among
Issuer, NH EXPANSION CREDIT FUND HOLDINGS LP, as Agent for the
noteholders, Holder and each other noteholder from time to time
party thereto. All capitalized terms used herein (which are not
otherwise specifically defined herein) shall be used in this
Secured Promissory Note (this “Note”) as defined in the
NWPSA.


 


This
Note is issued in accordance with the provisions of the NWPSA and
is entitled to the benefits and security of the NWPSA and the other
Note Documents, and reference is hereby made to the NWPSA for a
statement of the terms and conditions under which this Note was
made and is required to be repaid.


 


The
outstanding principal balance evidenced by this Note shall be
payable in full on the Maturity Date, or on such earlier date as
provided for in the NWPSA.


 


Issuer
promises to pay interest from the date hereof until payment in full
hereof on the unpaid principal balance of this Note at the per
annum rate or rates set forth in the NWPSA. Interest on the unpaid
principal balance of this Note shall be payable on the dates and in
the manner set forth in the NWPSA. Interest as aforesaid shall be
calculated in accordance with the terms of the NWPSA.


 


Upon
and after the occurrence of an Event of Default, and as provided in
the NWPSA, the principal outstanding under this Note may be
declared, and immediately upon such declaration shall become, due
and payable without demand, notice or legal process of any kind;
provided, however, that upon the occurrence of an Event of Default
pursuant to the provisions of Section 7.5(b) or Section 7.5(c) of
the NWPSA, the principal outstanding under this Note shall
automatically be due and payable, without demand, notice or
acceleration of any kind whatsoever.


 


Payments received
in respect of this Note shall be applied as provided in the
NWPSA.


 


Issuer
hereby waives presentment, demand, protest and notice of
presentment, demand, nonpayment and protest.


 


No
waiver by any Holder of any one or more defaults by Issuer in the
performance of any of its obligations under this Note shall operate
or be construed as a waiver of any future default or defaults,
whether of a like or different nature, or as a waiver of any
obligation of Issuer to any other Holder under the
NWPSA.


 


No
provision of this Note may be amended, waived or otherwise modified
unless such amendment, waiver or other modification is in writing
and is signed or otherwise approved by Issuer, Holder and the
Required Holders under the NWPSA, to the extent required under
Section 11.3 of the NWPSA.


 


THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.


 


 




 








 






 


Whenever possible
each provision of this Note shall be interpreted in such manner as
to be effective and valid under applicable law, but in case any
provision of or obligation under this Note shall be invalid,
illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired
thereby.


 


Whenever in this
Note reference is made to Holder or Issuer, such reference shall be
deemed to include, as applicable, a reference to their respective
successors and permitted assigns. The provisions of this Note shall
be binding upon Issuer and its successors and permitted assigns,
and shall inure to the benefit of Holder and its successors and
permitted assigns.


 


In
addition to, and without limitation, of any of the foregoing, this
Note shall be deemed to be a Note Document and shall otherwise be
subject to all of the general terms and conditions contained in
Section 8.4 and Article 11 of the NWPSA, mutatis mutandis.


 


 


[Signature
Page Follows]




 








 






IN
WITNESS WHEREOF, Issuer has caused this Secured Promissory Note to
be executed as of the date first written above.


 


 


ISSUER:


 


SANUWAVE HEALTH,
INC.


 



By /s/ Lisa E.
Sundstrom    








Name: /s/ Lisa E.
Sundstrom    








Title: Chief Financial
Officer    







 


Address for
Notice:


SANUWAVE HEALTH,
INC.


3360
Martin Farm Road, Suite 100


Suwanee, Georgia
30024


Attn:
Lisa E. Sundstrom, Chief Financial Officer


Email:
lisa.sundstrom@sanuwave.com




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



[Signature Page to Secured
Promissory Note]