Exhibit 10.1








EXHIBIT 10.1




PROMISSORY NOTE




			
	 	 	 
	$300,000.00
	 	March 31, 2010
	 
	 	Atlanta, Georgia






FOR VALUE RECEIVED, the undersigned SANUWAVE HEALTH, INC. (hereinafter referred to as
“Maker”), promises to pay to the order of DAVID N. NEMELKA (hereinafter referred to as “Payee”;
Payee and any subsequent holder(s) hereof being hereinafter referred to collectively as “Holder”),
at the address of Payee at 2662 Stonebury Loop Road, Springville, UT 84663, or at such other place
as Holder may designate to Maker in writing from time to time, the principal sum of THREE HUNDRED
THOUSAND DOLLARS ($300,000.00), together with interest on so much thereof as is from time to time
outstanding and unpaid, at the rate hereinafter set forth, in lawful money of the United States of
America, such principal and interest to be paid in the following manner:




The entire outstanding principal balance of this Promissory Note, together with
all accrued and unpaid interest and charges thereon, shall be due and payable on
June 30, 2010.



It is hereby expressly agreed that unless and until there is a default hereunder interest
shall accrue on the unpaid principal balance at the simple rate equal to five percent (5%) per
annum calculated on the actual number of days elapsed in a 365 day year. In the event the
principal is not paid in full within three 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 Promissory Note at
the simple rate equal to ten percent per annum (10%). Time is of the essence of this Promissory
Note. Maker agrees to pay all costs and expenses of collection of the indebtedness evidenced
by this Note including 15% of the amount of principal and interest involved as attorneys’ fees (if
collected by or through an attorney) in connection with such collection.





Presentment for payment, demand, protest and notice of demand, dishonor, protest and
non-payment and all other notices are hereby waived by Maker. No acceptance of a partial
installment, late payment or indulgences granted from time to time shall be construed (i) as a
novation of this Promissory Note or as a reinstatement of the indebtedness evidenced hereby or as a
waiver of the right of Holder thereafter to insist upon strict compliance with the terms of this
Promissory Note, or (ii) to prevent the exercise of any right granted hereunder or by the laws of
the State of Georgia; and Maker 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 Promissory
Note or any installment due hereunder, made by agreement with any person now or hereafter liable
for the payment of this Promissory Note, shall operate to release, discharge, modify, change or
affect the original liability of Maker under this Promissory Note, either in whole or in part,
unless Holder agrees otherwise in writing. This Promissory Note may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.



 


 









 





This Promissory Note is intended as a contract under and shall be construed and enforced in
accordance with the laws of the State of Georgia. The undersigned hereby certifies that this
Promissory Note has been executed by Maker and delivered to Payee in the State of Georgia.



If from any circumstances whatsoever, fulfillment of any provision of this Promissory 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 Promissory
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.



As used herein, the terms “Maker” and “Holder” shall be deemed to include their respective
heirs, successors, legal representatives and assigns, whether by voluntary action of the parties or
by operation of law.



IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the date first above
written.



	 	 	 	 	 
	 	Maker:





SANUWAVE HEALTH, INC.

 	 
	 	By:  	/s/ Barry J. Jenkins
 	 
	 	 	Name:  	Barry J. Jenkins 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	 Address: 11680 Great Oaks Way
 	 


Suite 350

Alpharetta, GA 30022