Exhibit 10.3
FORM OF SERIES B SENIOR SUBORDINATED CONVERTIBLE NOTE
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE 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 (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD OR ELIGIBLE TO BE 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 SECTIONS 3(c)(iii) AND 17(a)
HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE
SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET
FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.
This instrument and the rights and obligations evidenced hereby are subordinate
in the manner and to the extent set forth in that certain Subordination and
Intercreditor Agreement (the "Subordination Agreement") dated as of March [__],
2013 by and among the holders of Series A Notes issued by the Company (as
defined below) (collectively, the "Senior Creditors"), the holders of Series B
Notes issued by the Company (collectively, the "Subordinated Creditors") and the
Company to the indebtedness (including interest) owed by the Company to the
Senior Creditors pursuant to that certain Securities Purchase Agreement dated as
of March [___], 2013 among the Company, the Senior Creditors and the
Subordinated Creditors from time to time party thereto (as the same may be
amended, supplemented or otherwise modified from time to time subject to the
terms of the Subordination Agreement, the "Securities Purchase Agreement"), the
Series A Notes (as such term is defined in the Securities Purchase Agreement)
and to indebtedness refinancing the indebtedness originally issued in connection
therewith, subject to the terms of the Subordination Agreement; and each holder
of this instrument, by its acceptance hereof, irrevocably agrees to be bound by
the provisions of the Subordination Agreement.
Fuse Science, Inc.
Series B Senior Subordinated Convertible Note
Issuance Date: [] 2013 Original Principal Amount: U.S. $[]
FOR VALUE RECEIVED, Fuse Science, Inc., a Nevada corporation (the "Company"),
hereby promises to pay to the order of [BUYER] or its registered assigns
("Holder") the amount set out above as the Original Principal Amount (as reduced
pursuant to the terms hereof pursuant to redemption, conversion or otherwise,
the "Principal") when due, whether upon the Maturity Date (as defined below),
acceleration, redemption or otherwise (in each case in accordance with the terms
hereof) and to pay interest ("Interest")