EXHIBIT A
THIS AMENDED AND RESTATED 10% SENIOR SECURED CONVERTIBLE NOTE AMENDS AND
RESTATES THE 10% SENIOR SECURED CONVERTIBLE NOTE ORIGINALLY ISSUED PURSUANT TO
THE SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 25, 2008 AND THE 10% SENIOR
SECURED NOTE ORIGINALLY ISSUED ON MARCH 25, 2009, EACH ISSUED BY AXIS
TECHNOLOGIES GROUP, INC., A DELAWARE CORPORATION, TO GEMINI MASTER FUND, LTD.
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.
Original Issue Date:
April 25, 2008
Restatement Date: December 30, 2009
$1,884,097.22
AXIS TECHNOLOGIES GROUP, INC.
AMENDED AND RESTATED
10% SENIOR SECURED CONVERTIBLE NOTE
THIS NOTE is one of a series of duly authorized and validly issued Amended and
Restated 10% Senior Secured Convertible Notes of Axis Technologies Group, Inc.,
a Delaware corporation (the "Company"), having its principal place of business
at 2055 S Folsom Street, Lincoln, NE 68522, designated as its 10% Senior Secured
Convertible Notes (this Note, the "Note" and, collectively with the other Notes
of such series, the "Notes").
FOR VALUE RECEIVED, the Company promises to pay to GEMINI MASTER FUND, LTD. or
its registered assigns (the "Holder"), or shall have paid pursuant to the terms
hereunder, the principal sum of $1,884,097.22 on the date which is two years
following the Original Issue Date of this Note (the "Maturity Date") or such
earlier date as this Note is required or permitted to be repaid as provided
hereunder, or such later date as may be permitted by the Holder as set forth in
Section 2 hereof, and to pay interest to the Holder on the aggregate unconverted
and then outstanding principal amount of this Note in accordance with the
provisions hereof.
The Company's and its Subsidiaries' obligations under this Note and the other
Transaction Documents are secured by the Collateral (as defined in the Security
Agreement, including without limitation all Intellectual Property Rights)
pursuant to the terms of the Security Documents and the obligations under this
Note are guaranteed by the Company's Subsidiaries pursuant to the Subsidiary
Guarantee.
1
This Note is subject to the following additional provisions:
Section 1.
Definitions.
For the purposes hereof, in addition to the terms
defined elsewhere in this Note (a) capitalized terms not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement and (b) the
following terms shall have the following meanings: