CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned, BioSphere Medical, Inc., a Delaware corporation
(the “ Borrower ”), hereby promises to pay to the order of Merit Medical Systems, Inc., a Utah corporation (the
“ Lender ”) on the dates specified in this Convertible Promissory Note (this “ Note ”), the principal sum of TEN
MILLION U.S. dollars ($10,000,000) (the “ Loan ”).
Borrower promises to pay principal and interest on the unpaid balance of the Loan from and
including the date the Loan is made to and including the date such amount is paid in full on the dates and at a rate
per annum specified in Section 4 hereof.
1. Certain Definitions . As used herein, the following terms shall have the corresponding
“ Affiliate ” shall mean, as to any Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person; provided, however, Lender
shall not be deemed to be an Affiliate of Borrower. For purposes of this definition, a Person (a “
Controlled Person ”) shall be deemed to be “controlled by” another Person (a “ Controlling Person ”) if
the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the
management and policies of the Controlled Person whether by contract or otherwise.
“ Borrower ” shall have the meaning given to such term in the first paragraph of this Note.
“ Borrower’s Conversion Notice ” shall have the meaning given to such term in Section 26(b)
“ Borrower’s Conversion Option ” shall have the meaning given to such term in Section 26(b)
“ Business Day ” shall mean a day other than a Saturday, Sunday or other day on which
commercial banks in the State of Delaware are authorized or required by law to close.
“ Certificate of Designations ” shall mean that certain Certificate of Designations, Preferences and
Rights of Series A Pr