Exhibit 10.2
FORM OF SERIES A SENIOR 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.
Fuse Science, Inc.
Series A Senior 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") on any outstanding Principal (as
defined below) at the applicable Interest Rate (as defined below) from the date
set out above as the Issuance Date (the "Issuance Date") until the same becomes
due and payable, whether upon the Maturity Date or acceleration, conversion,
redemption or otherwise (in each case in accordance with the terms hereof). This
Series A Senior Convertible Note (including all Senior Convertible Notes issued
in exchange, transfer or replacement hereof, this "Series A Note" or "Note") is
one of an issue of Senior Convertible Notes issued pursuant to the Securities
Purchase Agreement (as defined below) on the Closing Date (as defined below)
(collectively, the "Series A Notes" and such other Senior Convertible Notes, the
"Other A Notes") and have been issued concurrently with an issue of Senior
Subordinated Convertible Notes issued pursuant to the Securities Purchase
Agreement on the Closing Date (collectively, the "Series B Notes", and together
with the Other A Notes, the "Other Notes", and the Series B Notes and the Series
A Notes, collectively, the "Notes"). Certain capitalized terms used herein are
defined in Section ‎29.
1. PAYMENTS OF PRINCIPAL. On the Maturity Date, the Company shall pay to the
Holder an