EXHIBIT
B
THIS
CONVERTIBLE SUBORDINATED NOTE AND THE SHARES OF COMMON STOCK
ISSU-ABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ARE NOT TRANSFERABLE EXCEPT
UPON THE CONDITIONS SPE-CIFIED IN THE PURCHASE AGREEMENT REFERRED
TO HEREIN.
LANGER,
INC.
5%
Convertible Subordinated Note Due December 7,
2011
Principal Sum:
$_________________________________
Name of Holder
(the "Holder:): ______________________
Address of Holder:
_______________________________
______________________________________________
Holder's
Facsimile: _______________________________
Holder's E-mail
Address:___________________________
Maturity Date:
December 7, 2011
For Value
Received, the undersigned,
Langer,
Inc. (the "Company"), a Delaware corporation,
hereby promises to pay to the above named Holder, or registered
assigns, the Principal Sum set forth above, on the Maturity Date
set forth above, with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid balance of such
principal sum from the date hereof at the interest rate of 5% per
annum, payable semi-annually on the last day of June and December
in each year, commencing on June 30, 2007 (which first interest
payment shall be for the period from the date hereof through June
30, 2007, until the principal hereof shall have become due and
payable, whether at maturity or by acceleration or
otherwise.
Payments of principal and
interest shall be made in lawful money of the United States of
America at the principal office of the Company in Deer Park, New
York, or at such other place as the Company shall have designated
for such purpose to the Holder in writing and may be paid by check
mailed, or wire transfer as provided in the Purchase Agreement
referred to below, to the registered address designated by the
Holder for such purpose.
This Note is one of a duly
authorized issue of Notes, aggregating $________ in principal
amount issued pursuant to a certain Convertible Subordinated Note
Purchase Agreement (hereinafter called the "Purchase Agreement")
dated as of December 7, 2006, between the Company and the
Purchasers named in the Purchase Agreement. Capitalized terms not
otherwise defined herein shall have their respective meanings as
set forth i
