NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT
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 (WHICH COUNSEL SHALL BE SELECTED BY THE JUNIOR HOLDER), IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT 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.
Principal Amount:
$42,000
Issue
Date: November 1, 2016
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
RECITAL
WHEREFORE, ZENOSENSE, INC, a Nevada corporation (hereinafter called the
"Borrower"), and ________ (hereinafter called the "Senior Holder"), entered into
a 5% convertible promissory note on May
17, 2016 ("May 2016 Note"), for the
principal amount of $62,547 (the "Original Debt") due May 16, 2018, in the form
attached hereto as Exhibit B;
WHEREFORE, no principal or interest of the May 2016 Note has been paid thereon,
or converted into any other security of the Company or otherwise compromised or
settled as of the date of this convertible subordinated promissory note and the
principal amount of $62,547 and $1,420.50 in accrued interest, for a total of
$63,967.50 remains outstanding (the "Outstanding Debt"); and
WHERFORE, the Senior Holder has entered into a private transaction with
________, an accredited investor as defined in Rule 501(a) of the 1933 Act (the
"Investor"), selling an aggregate amount of $42,000 of the May 2016 Note under a
separate Debt Purchase and Assignment Agreement (the "Purchase Agreement").
WHEREFORE, the Borrower and the Senior Holder have hereby agreed to cancel the
May 2016 Note in its entirety and exchange it for two new notes, comprising of a
new note to the Senior Holder (the "Senior Note") in a new principle amount of
$21,967.50, which includes $20,547 and accrued interest of $1,420,50, and the
issuance to the Investor of this convertible promissory note in principle amount
of $42,000 (the "Junior Note"), both new notes essentially in the same form as
the May 2016 Note, with the exception of certain terms and conditions being
amended in the Junior Note as set forth in the Purchase Agreement. The aggregate
principal amount of both the Senior Note and the Junior Note will equal the
Outstanding Debt.
1
FOR VALUE RECEIVED, ZENOSENSE, INC, a Nevada corporation (hereinafter called the
"Borrower"), hereby promises to pay to the order of ________, a ________
company, or registered assigns (the "Junior Holder") the sum of $42,000 together
with any interest as set forth herein, on May 16, 2018 (the "Maturity Date"),
and to pay interest on the unpaid principal balance hereof at the