THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO ANY AND ALL
INDEBTEDNESS, OBLIGATIONS AND LIABILITIES OF THE MAKER HEREOF TO THE EXTENT
SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF MAY 7, 2009, TO
WHICH REFERENCE IS HEREBY MADE FOR A MORE FULL STATEMENT THEREOF.
For value received, and intending to be legally bound, nFinanSe, Inc., a Nevada corporation, and
nFinanSe Payments Inc., a Nevada corporation (collectively, the “ Borrowers ”) hereby promise to pay to the
order of ____________________________, a _____________________ (the “ Holder ”), the principal sum
of _______________________ ($_________) on July 31, 2009 (the “ Maturity Date ”), together with interest
from the date hereof on the principal amount outstanding from time to time at an annual rate equal to ten percent
(10%) per annum. Accrued and unpaid interest shall be due on June 5, 2009 and on the fifth Business Day of
each month thereafter until all obligations hereunder are satisfied in full. All payments hereunder shall be made in
lawful currency of the United States in immediately available funds.
Definitions . All capitalized terms used but not otherwise defined in this Promissory Note shall have
the meanings given to such terms in, or by reference in, the Security Agreement, dated as of the date of this Note
(the “ Security Agreement ”), by and between the Borrower, Holder, Agent (as defined in the Security
Agreement) and the other lenders set forth therein.
Acceleration . This Note and the obligations hereunder will be accelerated in the event of any
Equity Financing. As used herein, “Equity Financing” shall mean any financing round completed by the
Borrowers prior to the Maturity Date involving the issuance and sale of stock to at least one institutional investor
with net proceeds of at least Three Million Dollars and Zero Cents ($3,000,000.00).
Joint and Several Obligations . The obligations of Borrowers h