NEITHER THIS
CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE
EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIVES AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS
NOT REQUIRED.
10% CONVERTIBLE PROMISSORY
NOTE
Houston, Texas
$[_______] Issue Date:
[___________]
FOR VALUE RECEIVED , the undersigned, Omnimmune Corp., a Texas
corporation (“Maker”), promises to pay to
[____________________________________], a [_____________________]
(“Payee”; Payee and any subsequent holder(s) hereof are
individually and collectively referred to as “Holder”),
or order, the sum of [___________] Dollars ($[_______]), together
with interest thereon from and after the date hereof until paid in
full, all as hereinafter provided.
1.
Interest and Principal Payments .
(a)
Payment in Cash or Securities . This Note is
payable in either:
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Immediately available funds on written demand by
Holder at any time on or after that date which is the earlier of:
(1) eighteen (18) months after the Issue Date set forth herein
above, or (2) upon receipt by Maker of financing, whether through
debt or equity, resulting in gross proceeds of at least $1.7
million; or
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Securities of Maker in accordance with Section 2
below.
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(b)
Interest . From and including the date hereof to
and including the date this Note is paid or otherwise discharged,
the unpaid principal amount of this Note shall bear simple interest
per annum at ten percent (10%), computed on the basis of a year of
three hundred sixty (360) days.
(c)
Tender . All payments of principal and interest
shall be made in lawful money of the United States of America
(except as otherwise provided in Sections 1(a), above, and 2,
below) and shall be made to Holder at Holder’s address set
forth in Section 7 or at such other place as Holder may designate
to Maker in writing.
2.
Conversion of Note .
(a) Definitions
. For purposes of this Note, the following terms shall
have the meaning ascribed thereto:
“Offering” shall mean the offering
in which this Note was purchased.
“Qualified Financing” shall mean the
closing of any equity financing completed by Maker subsequent to
the closing of the Offering involving the sale and issuance (or any
series of integrated sales and issuances) by Maker to third parties
of shares of its capital stock resulting in gross proceeds to Maker
of not less than Five Hundred Thousand Dollars
($500,000).
(b) Conversion
. At the closing of a Qualified Financing, the face
amount of this Note shall be convertible, at the option of the
Holder, into equity of the Maker at the price and in accordance
with the terms of such Qualified Financing.
(c) Payment of
Interest . Upon conversion of this Note and
deliverance to the Holder of the full amount of unencumbered
securities, Maker shall be forever released from all its
obligations and liabilities under this Note, except that Maker
shall be obligated to pay Holder, within thirty (30) days after the
date of such conversion, any interest accrued and unpaid to and
including the date of such conversion, and no more.
(d) Maker’s
Right of Prepayment Without Penalty . It is agreed
and understood by Holder that Maker reserves the right and option
at any time after the date hereof and during the term of this Note
to prepay the principal and interest hereunder in cash without
penalty; provided , however , that Maker may only
exercise its right to prepay this Note after having first delivered
to Holder ten (10) days prior written notice of its intent to do
so.
3.
Exchange Procedures; Reservation of Shares; Taxes
.
(a) Delivery of
Certificate . In the case of Holder's election to
convert this Note into Maker’s securities as provided under
Section 2, Holder shall deliver a written notice of such election
to Maker in which Holder shall so indicate such
election. Any conversion shall be deemed to have been
made at the close of business on the date the recipient is deemed
to have received such notice. Upon the exchange of this
Note, Maker shall, as soon as practicable, take all such steps as
may be necessary to issue such equity, in exchange for this Note,
and thereafter deliver to Holder a certificate or
certificat
