EXHIBIT 10.16
BRIDGE LOAN PROMISSORY NOTE
ULURU, INC.
$10,700,000
[ ], 2005
FOR VALUE
RECEIVED, ULURU, INC., a Delaware corporation (hereinafter
called the "Borrower"), hereby promises to pay to the
order of OXFORD VENTURES,
INC., a Nevada corporation (hereinafter called the "Lender"),
c/o Gottbetter
&
Partners LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022, the
principal sum of Ten Million, Seven-Hundred Thousand Dollars
($10,700,000) (the
"Commitment"), or so much thereof as shall
have been borrowed by Borrower during
the 120-day period following the date of this Note as set forth
on Schedule A
attached hereto and made a part hereof,
in lawful money of the
United States of
America and in immediately available
funds.
1.
The
outstanding
principal balance of this Note, together with
accrued and unpaid interest thereon, shall be due and payable [ ],
2006. The
date such repayment is due is sometimes
referred to as the
"Due Date." Upon the
closing of a merger between the Borrower and the Lender (the "Merger"), all
indebtedness evidenced hereby shall be
deemed canceled and paid in full.
2.
This Note
shall bear interest at
the rate of ten percent (10%) per
annum on the amount of the entire
Commitment,
regardless
of the actual
amount
borrowed by Borrower hereunder as set forth
on Schedule A hereto. Interest shall
be calculated on the basis of a year of three
hundred sixty (360) days applied
to the actual days on which there exists an
unpaid balance under this Note.
3.
Interest
only shall be payable monthly in arrears, commencing thirty
(30) days from the date hereof.
Thereafter,
on the first
business day of
each
month through and including the month in which the Due Date
occurs, Borrower
shall pay monthly installments of interest
only.
4.
Upon an
"Event of Default," as defined in the Bridge Loan Agreement,
described below, the rate of interest accruing on the amount of the entire
Commitment of this Note shall increase to
fifteen percent (15%) per annum. Such
default interest rate shall continue until
all defaults are cured.
5.
This Note
is subject to the terms of a Bridge Loan and Control Share
Pledge and Security Agreement (the "Bridge Loan Agreement") of even date
herewith by and between the Borrower and the Lender. This Note is secured by
collateral pledged by the Borrower and the
Subsidiaries of the
Borrower to the
Lender pursuant to a Security
Agreement of even date
herewith by and among the
Borrower, the Subsidiaries and the Lender
(the "Security Agreement"), as well as
by the deposit into escrow of the Borrower Control Shares (as defined in the
Bridge Loan Agreement) pursuant to the
terms of a Pledge and Escrow Agreement of
even date herewith by and among the Borrower, the Lender and Gottbetter &
Partners LLP, as escrow agent (the "Escrow
Agreement").
All capitalized and
undefined terms herein shall have the meaning given them in the Bridge Loan
Agreement, the Security Agreement or the
Escrow Agreement.
<PAGE>
6. Upon the occurrence of an Event of Default
under the Bridge
Loan
Agreement or the Security Agreement, the entire principal amount outstanding
hereunder and all accrued interest hereon, together with all other sums due
hereunder, shall, as provided in the Bridge
Loan Agreement, after the expiration
of the applicable Cure Period become
immediately due and payable if the Event of
Default has not been cured. If such Event of Default is cured within the
applicabl
