Exhibit



Exhibit 10.2



THE OBLIGATIONS EVIDENCED BY THIS CONVERTIBLE PROMISSORY NOTE ARE EXPRESSLY SUBORDINATED TO THE SECURED OBLIGATIONS (AS DEFINED IN THAT CERTAIN SECURITIES PURCHASE AND SECURITY AGREEMENT, DATED AS OF APRIL 23, 2020 (THE “SENIOR DEBT PURCHASE AGREEMENT”), BY THE COMPANY (AS DEFINED BELOW), THE PURCHASERS (AS DEFINED THEREIN, THE “SENIOR PURCHASERS”) AND BAKER BROS. ADVISORS LP, AS AGENT (THE “SENIOR AGENT”)) IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT (AS DEFINED BELOW).  THE PURCHASER OF THIS CONVERTIBLE PROMISSORY NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE SUBORDINATION PROVISIONS OF THE PURCHASE AGREEMENT.
CONVERTIBLE PROMISSORY NOTE
EVOFEM BIOSCIENCES, INC.
	
		
	$[.............]
	New York, New York

	No. [........]
	[...............]




FOR VALUE RECEIVED, the undersigned, Evofem Biosciences, Inc., a Delaware corporation (the “Company”), hereby unconditionally promises to pay to [..............] or its registered assigns (the “Purchaser”) at the address specified in the Purchase Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, the principal sum of....................DOLLARS AND ZERO CENTS ($..............00), together with interest as set forth in the Purchase Agreement until the date on which the principal amount is paid in full, converted in whole or cancelled in accordance with the terms of the Purchase Agreement.  Amounts evidenced hereby shall be paid in the amounts and on the dates specified in Section 3 of the Purchase Agreement. 
This Note: (a) is one of a series of similar Notes issued pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 14, 2020, by and among the Company and the purchasers from time to time party thereto and (b) is subject in all respects to the terms and conditions set forth in the Purchase Agreement.  This Note is convertible as provided in Section 4 of the Purchase Agreement.  This Note is an unsecured obligation of the Company.
Upon the occurrence and during the continuance of any one or more of the Events of Default, all obligations under the Purchase Agreement, as evidenced by this Note, shall become, or may be declared to be, immediately due and payable, all as provided in the Purchase Agreement.
All parties now and hereafter liable with respect to this Note, whether as maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. 
Unless otherwise defined herein, capitalized terms used herein but not shall have the meanings given to them in the Purchase Agreement.











NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE PURCHASE AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE PURCHASE AGREEMENT.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


*        *        *












IN WITNESS WHEREOF, the Company has caused this Note to be executed as of the date first above written.
 
	
			
	Evofem Biosciences, Inc.,
a Delaware corporation

	 
	 
	 

	By:
	 
	 

	 
	Name:
Title:
	 








[SIGNATURE PAGE TO CONVERTIBLE NOTE] 








Exhibit A
CONVERSION NOTICE
To convert only part of this Note, state the principal amount to be converted:
$______________
The Equity Interest issuable on conversion of this Note shall be delivered to the following DWAC Account Number or a physical certificate shall be delivered to the Holder in accordance with the following delivery instructions: 


 Check One:      [  ] DWAC Delivery     [  ] Book Entry     [  ] Physical Certificate Delivery 


	
	
	 

	 

	 

	 

	 








If you want the stock certificate representing the Equity Interests issuable upon conversion made out in another person’s name, fill in the form below:
	
					
	 

	(Insert other person’s soc. sec. or tax I.D. no.)




	
					
	 

	 

	 

	(Print or type other person’s name, address and zip code) 




	
					
	[SIGNATURE OF HOLDER]

	 
	 
	 
	 
	 

	Name of Investing Entity:
	 

	Signature of Authorized Signatory of Investing Entity:
	 

	Name of Authorized Signatory:
	 
	 

	Title of Authorized Signatory:
	 
	 

	Date: