Exhibit 10.2
NEITHER THIS SECURITY NOR ANY SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
HAS BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR
SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND
REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR
LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE
TO THE ISSUER.
ASPYRA, INC.
SECURED, CONVERTIBLE PROMISSORY NOTE
$
, 2008
Calabasas, California
FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth
herein, Aspyra, Inc., a California corporation ("Issuer"), hereby promises to
pay to the order of
, a
(together with its permitted successors and
assigns, "Holder"), the principal sum of
UNITED STATED DOLLARS (U.S. $
) on the Maturity Date,
together with interest as provided herein.
This Note was issued under and is
subject to a Securities Purchase Agreement (the "Purchase Agreement") dated as
of March
, 2008 among Issuer, payee and certain other parties.
Capitalized
terms used and not otherwise defined herein will have the respective meanings
given to such terms in the Purchase Agreement.
1.
MATURITY DATE.
THIS NOTE WILL MATURE, AND BE DUE AND PAYABLE IN
FULL, ON MARCH
, 2010 (THE "MATURITY DATE"), UNLESS HOLDER HAS ELECTED
TO CONVERT THIS NOTE PURSUANT TO SECTION 3 HEREOF.
2.
INTEREST.
FROM AND AFTER THE DATE HEREOF, ALL OUTSTANDING
PRINCIPAL OF THIS NOTE WILL BEAR INTEREST AT THE RATE OF EIGHT PERCENT (8%) PER
ANNUM. OUTSTANDING INTEREST SHALL BE COMPOUNDED ON EACH JULY 15 AND JANUARY 15
DURING WHICH ANY INTEREST ON THIS NOTE SHALL BE OUTSTANDING. UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT (AS HEREINAFTER DEFINED)
UNDER THIS NOTE, ALL OUTSTANDING PRINCIPAL OF THIS NOTE SHALL BEAR INTEREST AT
THE RATE OF 24% PER ANNUM. ALL ACCRUED INTEREST ON THIS NOTE SHALL BE PAYABLE ON
THE MATURITY DATE OR ON SUCH EARLIER DATE AS THIS NOTE SHALL BE PREPAID OR
CONVERTED INTO COMMON STOCK.
3.
OPTIONAL CONVERSION OF THE NOTE.
3.1
BY HOLDER.
AT ANY TIME PRIOR TO REPAYMENT OF THIS NOTE, HOLDER MAY
ELECT, IN LIEU OF REPAYMENT, TO CONVERT ALL OR A PORTION OF THE OUTSTANDING
PRINCIPAL AND/OR INTEREST ON THIS NOTE INTO THAT NUMBER OF SHARES OF COMMON
STOCK (AS DEFINED IN THE PURCHASE AGREEMENT) EQUAL TO THE QUOTIENT OBTAINED BY
DIVIDING (A) 100.0% OF THE AMOUNT OF PRINCIPAL AND/OR INTEREST ON THIS NOTE
BEING CONVERTED, BY (B) THE CONVERSION PRICE (AS HEREINAFTER DEFINED).
HOLDER
WILL INFORM ISSUER OF SUCH ELECTION AT LEAST 14 DAYS PRIOR TO THE DATE THE NOTE
OR PORTION THEREOF IS CONVERTED INTO COMMON STOCK.
IF HOLDER DELIVERS