THE SECURITIES ACT
OR APPLICABLE STATE SECURITIES LAWS.
COPYTELE, INC.
8% Convertible Debenture
Due September 12, 2016
[$150,000]
September
12, 2012
COPYTELE, INC., a Delaware corporation (the "Company" or "Maker"), for value
received, hereby promises to pay to [NAME OF PURCHASER] or its registered
assigns
(the "Payee" or "Holder"), at [PURCHASER ADDRESS], upon due
presentation and surrender of this 8% Convertible Debenture (this "Debenture"),
on or after September 12, 2016 (the "Maturity Date"), the principal amount of
[One Hundred Fifty Thousand ] Dollars ($[150,000]) and accrued interest thereon
as hereinafter provided.
This Debenture is one of a series of debentures issued by the Company as of
September 12, 2012 (the "Issuance Date") in the aggregate principal amount of up
to $750,000.
1. PAYMENT OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT
(A)
PAYMENT OF PRINCIPAL AND INTEREST.
PAYMENT OF THE PRINCIPAL AND
ACCRUED INTEREST ON THIS DEBENTURE SHALL BE MADE IN SUCH COIN OR CURRENCY OF THE
UNITED STATES OF AMERICA AS AT THE TIME OF PAYMENT SHALL BE LEGAL TENDER FOR THE
PAYMENT OF PUBLIC AND PRIVATE DEBTS.
INTEREST (COMPUTED ON THE BASIS OF A
360-DAY YEAR FOR THE NUMBER OF DAYS ELAPSED) ON THE UNPAID PORTION OF SAID
PRINCIPAL AMOUNT FROM TIME TO TIME OUTSTANDING SHALL BE PAID BY THE COMPANY AT
THE RATE OF EIGHT PERCENT (8%) PER ANNUM, IN LIKE COIN AND CURRENCY, OR AT THE
OPTION OF THE COMPANY IN SHARES OF THE COMPANY'S COMMON STOCK (AS HEREINAFTER
DEFINED), PAYABLE TO THE PAYEE IN QUARTERLY INSTALLMENTS ON EACH JANUARY 1,
APRIL 1, JULY 1 AND OCTOBER 1 DURING THE TERM OF THIS DEBENTURE (EACH, AN
"INTEREST PAYMENT DATE"), WITH THE FIRST INTEREST PAYMENT DATE HEREUNDER
SCHEDULED TO BE JANUARY 1, 2013 AND THE LAST INTEREST PAYMENT DATE TO BE ON THE
MATURITY DATE.
INTEREST SHALL ACCRUE FROM THE ISSUANCE DATE.
BOTH PRINCIPAL
HEREOF AND INTEREST THEREON ARE PAYABLE AT THE HOLDER'S ADDRESS ABOVE OR SUCH
OTHER ADDRESS AS THE HOLDER SHALL DESIGNATE FROM TIME TO TIME BY WRITTEN NOTICE
TO THE COMPANY.
THE COMPANY WILL PAY OR CAUSE TO BE PAID ALL SUMS BECOMING DUE
HEREON FOR PRINCIPAL AND INTEREST BY CHECK, SENT TO THE HOLDER'S ABOVE ADDRESS
OR TO SUCH OTHER ADDRESS AS THE HOLDER MAY DESIGNATE FOR SUCH PURPOSE FROM TIME
TO TIME BY WRITTEN NOTICE TO THE COMPANY, WITHOUT ANY REQUIREMENT FOR THE
PRESENTATION OF THIS DEBENTURE OR MAKING ANY NOTATION THEREON, EXCEPT THAT THE
HOLDER HEREOF AGREES THAT PAYMENT OF THE FINAL AMOUNT DUE SHALL BE MADE ONLY
UPON SURRENDER OF THIS DEBENTURE TO THE COMPANY FOR CANCELLATION.
10
Prior to any sale or other disposition of this instrument, the
Holder hereof agrees to endorse hereon the amount of principal paid hereon and
the last date to which interest has been paid hereon and to notify the Company
of the name and address of the transferee in accordance with the terms of
Section 2.2 of this Debenture.
(B)
EXTENSION OF PAYMENT DATE.
IF THIS DEBENTURE OR ANY INSTALLMENT
HEREOF BECOMES DUE