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Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (19K)
Doc #177693: Click preview link for longer preview.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$
April 10, 2001 Austin, Texas For value received, SigmaTel, Inc., a Texas corporation (the Company), promises to pay to , a corporation organized under the laws of (the Holder), the principal sum of Dollars ($ ), plus accrued interest. Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to the lower of (i) ten percent (10%) per annum, or (ii) the maximum rate permitted by law. This Note is issued pursuant to that certain Convertible Subordinated Note and Warrant Purchase Agreement between the Company and certain investors named therein, dated of even date herewith (the Purchase Agreement), and is one of the Notes referred to as a Note in the Purchase Agreement. The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees: 1. Maturity. Subject to Section 2, principal and any accrued interest under this Note shall be due and payable upon demand by the Holder at any time after April 10, 2006. Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company.
2. Conversion. (a) Investment by the Holder. At any time, all or any portion of the principal amount of this Note shall, at the Holders option, be converted into shares of the Companys Series I Preferred Stock (the Series I Stock). Interest accruing under this Note shall not be converted into shares of the Companys Series I Preferred Stock, but rather shall be paid as required by Section 1 and Section 2(c). The number of shares of Series I Stock to be issued upon conversion of principal shall be equal to the quotient obtained by dividing (i) the entire principal amount of this Note by (ii) $2.57 (the Conversion Price), rounded to the nearest whole share, as adjusted pursuant to Section 3 herein. (b) Mechanics and Effect of Conversion. No fractional shares of the Companys capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest thereon being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest. (c) Payment of Interest. Upon conversion of the principal amount of this Note into the Companys capital stock, any interest accrued on this Note shall be immediately paid to the Holder. 3. Adjustments. (a) Redemption or Conversion of Preferred Stock. If all of the Companys outstanding shares of Series I Preferred Stock are redeemed or converted into shares of Common Stock, then this Note shall automatically become convertible into that number of shares of Common Stock equal to the number of shares of Common Stock that would have been received if this Note had been converted in full and the shares of Series I Preferred Stock received thereupon had been simultaneously converted into shares of Common Stock immediately prior to such event, and the Conversion Price shall be automatically adjusted accordingly. (b) Stock Splits and Dividends. If outstanding shares of the Companys Series I Preferred Stock shall be subdivided into a greater number of shares or a dividend in Series I Preferred Stock shall be paid in respect of Series I Preferred Stock, the Conversion Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Series I Preferred Stock shall be combined into a smaller number of shares, the Conversion Price in effect immediately prior to
177693
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Sigmatel
As referenced in this Convertible Subordinated Promissory Note:
SigmaTel, Inc. – UNDER SUCH ACT AND APPLICABLE LAWS, AS AMENDED, EXCEPT AS SET FORTH IN SECTION 6 OF THIS NOTE.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$
April 10, 2001
Austin, Texas
For value received, SigmaTel, Inc. , a Texas corporation (the Company), promises to pay to , a corporation organized under the laws of (the Holder), the principal sum of Dollars ($ ), plus accrued interest. Interest shall accrue _____________
SigmaTel, Inc. – iv) for international deliveries, three business days after deposit with a reputable private international express delivery service, fees prepaid, addressed as set forth below:
(i) if to the Company, at:
SigmaTel, Inc.
3815 S. Capital of Tx Hwy, Suite 300
Austin, Texas 78704
Attn: General Counsel
Fax: (512) 381-4125
(ii) if to the Purchaser, at:
with copies to:
Any party _____________
SIGMATEL, INC. – connection with the collection and enforcement of this Note.
[Signature Page Follows]
-7-
The parties have executed this Convertible Subordinated Promissory Note as of the date first written above.
COMPANY:
SIGMATEL, INC.
By:
Donald W. Muskopf, Chief Financial Officer
Address
3815 S. Capital of Tx Hwy, Suite 300
Austin, Texas 78704
Facsimile:
(512) 381-4125
AGREED TO AND ACCEPTED:
By:
Print _____________
dt 1460775
;
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Sigmatel
As referenced in this Convertible Subordinated Promissory Note:
SigmaTel, Inc. – UNDER SUCH ACT AND APPLICABLE LAWS, AS AMENDED, EXCEPT AS SET FORTH IN SECTION 6 OF THIS NOTE.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$
April 10, 2001
Austin, Texas
For value received, SigmaTel, Inc. , a Texas corporation (the Company), promises to pay to , a corporation organized under the laws of (the Holder), the principal sum of Dollars ($ ), plus accrued interest. Interest shall accrue _____________
SigmaTel, Inc. – iv) for international deliveries, three business days after deposit with a reputable private international express delivery service, fees prepaid, addressed as set forth below:
(i) if to the Company, at:
SigmaTel, Inc.
3815 S. Capital of Tx Hwy, Suite 300
Austin, Texas 78704
Attn: General Counsel
Fax: (512) 381-4125
(ii) if to the Purchaser, at:
with copies to:
Any party _____________
SIGMATEL, INC. – connection with the collection and enforcement of this Note.
[Signature Page Follows]
-7-
The parties have executed this Convertible Subordinated Promissory Note as of the date first written above.
COMPANY:
SIGMATEL, INC.
By:
Donald W. Muskopf, Chief Financial Officer
Address
3815 S. Capital of Tx Hwy, Suite 300
Austin, Texas 78704
Facsimile:
(512) 381-4125
AGREED TO AND ACCEPTED:
By:
Print _____________
dt 1460791
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 | 2003 |
Promissory Note
Promissory Note (3K)
Doc #192018: Click preview link for longer preview.
PROMISSORY NOTE
$34,500,000 August 19 2003 FOR VALUE RECEIVED, Staktek Holdings, Inc., a Delaware corporation (Borrower), promises to pay to the order of Austin Ventures VII, L.P., a Delaware limited partnership, and Austin Ventures VIII, L.P., a Delaware limited partnership (collectively, Lender), at 300 West Sixth Street, Suite 2300, Austin, Texas 78701, on or before August 20, 2008, in lawful money of the United States of America, the sum of Thirty Four Million Five Hundred Thousand Dollars ($34,500,000), together with interest thereon as set forth in that certain Loan Agreement dated as of August 19, 2003, by and among Borrower and Lender, as the same may be amended or otherwise modified from time to time (as so amended, the Loan Agreement). Principal and interest are payable as set forth in the Loan Agreement. Interest shall be computed, assessed and payable as set forth in the Loan Agreement.
192018
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Staktek
As referenced in this Promissory Note:
Staktek Holdings, Inc. – Exhibit 10.1.12
This Note has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc. , SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (Agent) and the other financial institutions party thereto from time to time (the Banks), as the same may _____________
Staktek Holdings, Inc. – P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
PROMISSORY NOTE
$34,500,000
August 19 2003
FOR VALUE RECEIVED, Staktek Holdings, Inc. , a Delaware corporation (Borrower), promises to pay to the order of Austin Ventures VII, L.P., a Delaware limited partnership, and Austin Ventures VIII, L.P., a Delaware limited _____________
STAKTEK HOLDINGS, INC. – personal, which is now or hereafter security for this Note.
Signature Page to Promissory Note
Nothing herein shall limit any right granted Lender by any other instrument or by law.
STAKTEK HOLDINGS, INC. , a Delaware corporation
By:
/s/ Joseph C. Aragona
Joseph C. Aragona
President
Signature Page to Promissory Note
_____________
dt 1465826
;
Staktek
As referenced in this Promissory Note:
Staktek Holdings, Inc. – Exhibit 10.1.12
This Note has been subordinated to the terms of that certain Revolving Credit and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc. , SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (Agent) and the other financial institutions party thereto from time to time (the Banks), as the same may _____________
Staktek Holdings, Inc. – P., as the same may be amended, restated or otherwise modified from time to time after the date hereof.
PROMISSORY NOTE
$34,500,000
August 19 2003
FOR VALUE RECEIVED, Staktek Holdings, Inc. , a Delaware corporation (Borrower), promises to pay to the order of Austin Ventures VII, L.P., a Delaware limited partnership, and Austin Ventures VIII, L.P., a Delaware limited _____________
STAKTEK HOLDINGS, INC. – personal, which is now or hereafter security for this Note.
Signature Page to Promissory Note
Nothing herein shall limit any right granted Lender by any other instrument or by law.
STAKTEK HOLDINGS, INC. , a Delaware corporation
By:
/s/ Joseph C. Aragona
Joseph C. Aragona
President
Signature Page to Promissory Note
_____________
dt 1465849
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Comerica Bank
As referenced in this Promissory Note:
Comerica Bank – and Term Loan Agreement dated as of August 19, 2003, by and among Staktek Holdings, Inc., SC Merger Sub, Inc., Research Applications, Inc., Comerica Bank as Agent (Agent) and the other financial institutions party thereto from time to time (the Banks), as the same may be amended, restated _____________
dt 107027
;
| Austin Ventures VII, L.P.;
Austin Ventures VIII, L.P.
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 | 2002 |
Recourse Promissory Note
Recourse Promissory Note (4K)
Doc #1124584: Click preview link for longer preview.
IXYS CORPORATION
RECOURSE PROMISSORY NOTE
$44,823.75 Santa Clara, California
August 30, 2001
FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to . . .
1124584
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 | 2001 |
Full-Recourse Promissory Note
Full-Recourse Promissory Note (14K)
Doc #1151700: Click preview link for longer preview.
FULL-RECOURSE PROMISSORY NOTE
Loan Amount: $20,000
Interest Rate: 4.83% per year
Date of Loan: April 11, 2001
FOR VALUE RECEIVED, the undersigned Borrower promises to pay to Tvia, Inc.
("Lender"), at its principal offices at 4001 Burton Drive, Santa Clara,
California, 95054, the principal sum of $20,000 upon the terms and conditions
set forth below.
1. Term. The entire principal balance of this Promissory Note (this "Note"),
together with all accrued and unpaid interest thereon, shall be due and
payable on or at . . .
1151700
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TVIA
As referenced in this Full-Recourse Promissory Note:
Tvia, Inc. – FULL-RECOURSE PROMISSORY NOTE
Loan Amount: $20,000
Interest Rate: 4.83% per year
Date of Loan: April 11, 2001
FOR VALUE RECEIVED, the undersigned Borrower promises to pay to Tvia, Inc.
("Lender"), at its principal offices at 4001 Burton Drive, Santa Clara,
California, 95054, the principal sum of $20,000 upon the terms and conditions
set forth below.
1. Term. _____________
TVIA, INC. – construed in accordance with such laws,
irrespective of its choice of law principles.
-2-
<PAGE>
Borrower's Printed Name: JACK GUEDJ
--------------
Borrower's Signature: /S/ JACK GUEDJ
--------------
LENDER: TVIA, INC.
By /S/ Michael Hoberg
------------------------------
Its VP-CFO
------------------------------
I, Patricia Guedj, the spouse of Borrower, do hereby consent to the
borrowing by the Borrower of the loan evidenced by this _____________
Tvia, Inc. – Guedj
---------------------------------
Spouse's Signature
-3-
<PAGE>
EXHIBIT A
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT is made as of April 11, 2001, between
the Borrower and Tvia, Inc. (the "Corporation").
WHEREAS, the Corporation has loaned to the Borrower the sum of $20,000
which Borrower has used to pay taxes on the purchase of shares of common _____________
dt 1740987
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TVIA
As referenced in this Full-Recourse Promissory Note:
Tvia, Inc. – FULL-RECOURSE PROMISSORY NOTE
Loan Amount: $20,000
Interest Rate: 4.83% per year
Date of Loan: April 11, 2001
FOR VALUE RECEIVED, the undersigned Borrower promises to pay to Tvia, Inc.
("Lender"), at its principal offices at 4001 Burton Drive, Santa Clara,
California, 95054, the principal sum of $20,000 upon the terms and conditions
set forth below.
1. Term. _____________
TVIA, INC. – construed in accordance with such laws,
irrespective of its choice of law principles.
-2-
<PAGE>
Borrower's Printed Name: JACK GUEDJ
--------------
Borrower's Signature: /S/ JACK GUEDJ
--------------
LENDER: TVIA, INC.
By /S/ Michael Hoberg
------------------------------
Its VP-CFO
------------------------------
I, Patricia Guedj, the spouse of Borrower, do hereby consent to the
borrowing by the Borrower of the loan evidenced by this _____________
Tvia, Inc. – Guedj
---------------------------------
Spouse's Signature
-3-
<PAGE>
EXHIBIT A
PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT is made as of April 11, 2001, between
the Borrower and Tvia, Inc. (the "Corporation").
WHEREAS, the Corporation has loaned to the Borrower the sum of $20,000
which Borrower has used to pay taxes on the purchase of shares of common _____________
dt 1740988
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Full Doc
 | 2006 |
Convertible Promissory Note
Convertible Promissory Note (9K)
Doc #1155434: Click preview link for longer preview.
CONVERTIBLE PROMISSORY NOTE
For value received, the undersigned QSound Labs, Inc., an Alberta corporation having its head office at #400, 3115 ? 12th Street NE, Calgary, Alberta, T2E 7J2, (?Borrower?) promises to pay to or to the order of (?Lender?) the principal amount specified below (?Principal?) together with interest at the rate specified below (?Interest?) on the amount of Principal from time to time outstanding at the rate specified below.
The following are the terms and conditions of this Convertible Promissory Note (?Note?):
1.
Principal
a) . . .
1155434
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QSound Labs
As referenced in this Convertible Promissory Note:
QSound Labs, Inc. –
EX-4.2 5 ex4_2.htm
EXHIBIT 4.2
CONVERTIBLE PROMISSORY NOTE
For value received, the undersigned QSound Labs, Inc. , an Alberta corporation having its head office at #400, 3115 ? 12th Street NE, Calgary, Alberta, T2E 7J2, (?Borrower?) promises to pay to or to the order of (?Lender?) the _____________
QSOUND LABS, INC. – subject to the exclusive jurisdiction of the courts of the Province of Alberta.
DATED at the City of Calgary
in the Province of Alberta
this 27th day of March, 2006.
QSOUND LABS, INC.
per: _________________________________
3
Appendix ?A?
Conversion and Payment of Principal (USD)
Date
Amount of
Principal Payment
Amount of
Principal Converted
Unpaid
Balance
Signatures
Lender:
Borrower:
4
_____________
dt 1761450
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QSound Labs
As referenced in this Convertible Promissory Note:
QSound Labs, Inc. –
EX-4.2 5 ex4_2.htm
EXHIBIT 4.2
CONVERTIBLE PROMISSORY NOTE
For value received, the undersigned QSound Labs, Inc. , an Alberta corporation having its head office at #400, 3115 ? 12th Street NE, Calgary, Alberta, T2E 7J2, (?Borrower?) promises to pay to or to the order of (?Lender?) the _____________
QSOUND LABS, INC. – subject to the exclusive jurisdiction of the courts of the Province of Alberta.
DATED at the City of Calgary
in the Province of Alberta
this 27th day of March, 2006.
QSOUND LABS, INC.
per: _________________________________
3
Appendix ?A?
Conversion and Payment of Principal (USD)
Date
Amount of
Principal Payment
Amount of
Principal Converted
Unpaid
Balance
Signatures
Lender:
Borrower:
4
_____________
dt 1761454
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Full Doc
 | 2006 |
Convertible Promissory Note
Convertible Promissory Note (9K)
Doc #1155437: Click preview link for longer preview.
CONVERTIBLE PROMISSORY NOTE
For value received, the undersigned QSound Labs, Inc., an Alberta corporation having its head office at #400, 3115 � 12th Street NE, Calgary, Alberta, T2E 7J2, (�Borrower�) promises to pay to or to the order of Fred and Lenore Kayne Family Trust U/A/D 2004 (�Lender�) the principal amount specified below (�Principal�) together with interest at the rate specified below (�Interest�) on the amount of Principal from time to time outstanding at the rate specified below.
The following are the terms and conditions of this Convertible . . .
1155437
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QSound Labs
As referenced in this Convertible Promissory Note:
QSound Labs, Inc. – 8641_1ex1.htm UNDERWRITING AGREEMENT
EXHIBIT 1
Convertible Promissory Note dated March 27, 2006
by and between the Issuer and the Trust
1
CONVERTIBLE PROMISSORY NOTE
For value received, the undersigned QSound Labs, Inc. , an Alberta corporation having its head office at #400, 3115 ? 12th Street NE, Calgary, Alberta, T2E 7J2, (?Borrower?) promises to pay to or to the order of Fred and _____________
QSOUND LABS, INC. – subject to the exclusive jurisdiction of the courts of the Province of Alberta.
DATED at the City of Calgary
in the Province of Alberta
this 27th day of March, 2006.
QSOUND LABS, INC.
per:
/s/ David Gallagher
David Gallagher
4
Appendix ?A?
Conversion and Payment of Principal (USD)
Date
Amount of
Principal Payment
Amount Of
Principal Converted
Unpaid
Balance
Signatures
Lender:
Borrower:
_____________
dt 1761451
;
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QSound Labs
As referenced in this Convertible Promissory Note:
QSound Labs, Inc. – 8641_1ex1.htm UNDERWRITING AGREEMENT
EXHIBIT 1
Convertible Promissory Note dated March 27, 2006
by and between the Issuer and the Trust
1
CONVERTIBLE PROMISSORY NOTE
For value received, the undersigned QSound Labs, Inc. , an Alberta corporation having its head office at #400, 3115 ? 12th Street NE, Calgary, Alberta, T2E 7J2, (?Borrower?) promises to pay to or to the order of Fred and _____________
QSOUND LABS, INC. – subject to the exclusive jurisdiction of the courts of the Province of Alberta.
DATED at the City of Calgary
in the Province of Alberta
this 27th day of March, 2006.
QSOUND LABS, INC.
per:
/s/ David Gallagher
David Gallagher
4
Appendix ?A?
Conversion and Payment of Principal (USD)
Date
Amount of
Principal Payment
Amount Of
Principal Converted
Unpaid
Balance
Signatures
Lender:
Borrower:
_____________
dt 1761455
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 | 2002 |
Secured Promissory Note
Secured Promissory Note (14K)
Doc #1160129: Click preview link for longer preview.
.txt
<DESCRIPTION>LOAN AGREEMENT 4-6-01
<TEXT>
SECURED PROMISSORY NOTE
$200,000.00 Date: April 6, 2001
FOR VALUE RECEIVED, Meltronix, Inc., a California corporation
("Meltronix"), promises to pay to La Jolla Cove Investors, Inc. ("LJCI"),
the principal sum of Two Hundred Thousand Dollars ($200,000.00), with
interest thereon, in accordance with the terms and conditions of this
secured promissory note ("Note"). This Note is entered into in
connection with . . .
1160129
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MeltroniX
As referenced in this Secured Promissory Note:
Meltronix, Inc. – 2
<FILENAME>exhibit10txt.txt
<DESCRIPTION>LOAN AGREEMENT 4-6-01
<TEXT>
SECURED PROMISSORY NOTE
$200,000.00 Date: April 6, 2001
FOR VALUE RECEIVED, Meltronix, Inc. , a California corporation
("Meltronix"), promises to pay to La Jolla Cove Investors, Inc. ("LJCI"),
the principal sum of Two Hundred Thousand Dollars ($200,000.00), with
interest thereon, in _____________
Meltronix, Inc. – party by either (i) United States registered or certified
mail, postage prepaid, or (ii) FedEx or other comparable overnight
delivery service, delivery charges prepaid, and addressed as follows:
To Meltronix: Meltronix, Inc.
9577 Chesapeake Drive
San Diego, CA 92123
Attn: Chief Executive Officer
To LJCI: c/o Travis Huff
La Jolla Cove Investors, Inc.
7817 Herschel Avenue, Suite 200
La Jolla, _____________
MELTRONIX, INC. – the other parties hereto
to effect the transactions contemplated by this Note.
IN WITNESS WHEREOF, LJCI and Meltronix have duly executed this
Note as of the date first above written.
MELTRONIX, INC. LA JOLLA COVE INVESTORS INC.
a California corporation
By:_______________________________ By:________________________________
</TEXT>
</DOCUMENT>
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