Exhibit 10.2
EXHIBIT A
FORM OF NOTE
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN
APPROPRIATE EXCEPTION UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF
THIS NOTE, INCLUDING SECTION 4(c)(viii) HEREOF.
SENIOR SECURED CONVERTIBLE NOTE
April 26, 2006
$[
]
FOR VALUE RECEIVED, MEDICOR LTD., a Delaware corporation (the "Company"), hereby
promises to pay to the order of [
] or registered
assigns (the "Holder") the principal amount of [
]
United States Dollars ($[
]) when due, whether upon maturity,
acceleration, redemption or otherwise, and to pay interest ("Interest") on the
unpaid principal balance hereof on each Interest Payment Date (as defined in
Section 3(a)) and upon maturity, or earlier upon conversion, acceleration or
redemption pursuant to the terms hereof, at the Applicable Interest Rate (as
defined in Section 3(a)).
Interest on this Senior Secured Convertible Note
(this "Note") payable on each Interest Payment Date and upon maturity, or
earlier upon conversion, acceleration or redemption pursuant to the terms
hereof, shall accrue from the Issuance Date (as defined in Section 3(a)) and
shall be computed on the basis of a 360-day year and actual days elapsed.
1.
SECURITIES PURCHASE AGREEMENT; OTHER NOTES.
THIS NOTE IS ISSUED
PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 26, 2006 (AS
THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME,
THE "SECURITIES PURCHASE AGREEMENT").
THIS NOTE AND ALL OTHER NOTES (AS DEFINED
IN SECTION 3(A)) ISSUED BY THE COMPANY PURSUANT TO THE SECURITIES PURCHASE
AGREEMENT AND ALL NOTES ISSUED IN EXCHANGE THEREFOR OR REPLACEMENT THEREOF ARE
COLLECTIVELY REFERRED TO IN THIS NOTE AS THE "NOTES."
2.
PAYMENTS.
ALL PAYMENTS OF PRINCIPAL OF, AND INTEREST ON, THIS
NOTE (TO THE EXTENT SUCH PRINCIPAL OR INTEREST IS NOT CONVERTED INTO SHARES (AS
DEFINED IN SECTION 3(A)), IN ACCORDANCE WITH THE TERMS HEREOF) SHALL BE MADE IN
LAWFUL MONEY OF THE UNITED STATES OF AMERICA BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS TO SUCH ACCOUNT AS THE HOLDER MAY FROM TIME TO TIME DESIGNATE BY
WRITTEN NOTICE IN ACCORDANCE WITH THE PROVISIONS OF THIS NOTE.
THE
Company has no right, but under certain circumstances may have an obligation, to
make payments of principal of this Note in cash prior to the Maturity Date (as
defined in Section 3(a)).
Whenever any amount expressed to be due by the terms
of this Note is due on