Exhibit 4.7
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL
REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS,
OR UNLESS THE
CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
REASONABLY
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT
REQUIRED.
This Amended and Restated Convertible Promissory Note (this "Note")
amends,
restates and combines that certain Convertible Promissory Note
dated December 9,
2004 in the original principal amount of $_________, issued by
CepTor
Corporation to ________ and that certain Convertible Promissory
Note dated
December 9, 2004 in the original principal amount of $___________,
issued by
CepTor Corporation to _____________. The parties hereto agree that
this Note
supercedes and replaces the above referenced notes and that such
notes have been
cancelled.
CEPTOR CORPORATION
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
(non-negotiable)
Hunt Valley, Maryland
$____________
December 9, 2004
FOR VALUE RECEIVED Ceptor Corporation, a Delaware corporation (the
"COMPANY"), promises to pay to _____________ (the "HOLDER"), at the
office of
the Holder, the principal amount of _____________________________
dollars and
xx/100ths ($_________), or such lesser amount as shall equal the
outstanding
principal amount hereof, together with simple interest from the
date of this
Note on the unpaid principal balance at a rate equal to ten (10%)
percent per
annum through December 8, 2005 and twelve (12%) percent per annum
beginning
December 9, 2005, computed on the basis of the actual number of
days elapsed and
a year of 365 days. All unpaid principal, together with any then
accrued but
unpaid interest and any other amounts payable hereunder, shall be
due and
payable on July 3, 2006 (the "Maturity Date").
The following is a statement of the rights of the Holder of this
Note and
the conditions to which this Note is subject, and to which the
Holder, by the
acceptance of this Note, agrees:
1. Certain Definitions.
(a) "CONVERSION SECURITIES" means the shares of common stock, par
value $0.0001 per share (the "Common Stock"), of the Company, with
such rights,
preferences, privileges and restrictions, contractual or otherwise,
as shall be
set forth in the Certificate of Incorporation and bylaws of the
Company.
(b) "CONVERSION PRICE" means $0.75 per share.
(c) "DEFAULT" means:
i) the Company shall default in the payment of interest and/or
principal on this Note (subject to the right of the
Holder to convert all of the presently due and outstanding
principal
and/or interest owing under this Note into Conversion Securities
upon
which this Note shall not be deemed in Default) and such default
shall
continue for ten (10) business days after the due date thereof; or
ii) any of the representations or warranties made by the Company
herein or in any certificate or financial or other statements
heretofore or hereafter furnished by or on behalf of the Company to
Holder in connection with the execution and delivery of this Note
or
such other documents shall be false or misleading in any material
respect at the time made; or
iii) the Company shall fail to materially perform or observe any
covenant or agreement in the Note Purchase Agreement, or any other
covenant, term, provision, condition, agreement or obligation of
the
Company under this Note and such failure shall continue uncured for
a
period of ten (10) business days after notice from the Holder of
such
failure; or
iv) the Company shall (1) become insolvent; (2) admit in writing
its inability to pay its debts generally as they mature; (3) make
an
assignment for the benefit of creditors or commence proceedings for
its dissolution; or (4) apply for or consent to the appointment of
a
trustee, liquidator or receiver for it or for a substantial part of
its property or business; or
v) a trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business
without
its consent and shall not be discharged within thirty (30) days
after
such appointment; or
vi) any governmental agency or any court of competent
jurisdiction at the insistence of any governmental agency shall
assume
custody or control of the whole or any substantial portion of the
properties or assets of the Company and shall not be dismissed
within
thirty (30) days thereafter; or
vii) the Company shall sell or otherwise transfer all or
substantially all of its assets; or
viii) bankruptcy, reorganization, insolvency or liquidation
proceedings or other proceedings, or relief under any bankruptcy
law
or any law for the relief of debt shall be instituted by or against
the Company and, if instituted against the Company shall not be
dismissed within thirty (30) days after such institution, or the
Company shall by any action or answer approve of, consent
-2-
to, or acquiesce in any such proceedings or admit to any material
allegations of, or default in answering a petition filed in any
such
proceeding; or
ix) the Company shall be in default of any of its indebtedness,
including but not limited to its senior lending facility, and the
holders thereof shall have accelerated such indebtedness; or
x) the Company shall be in material default of any of its
indebtedness that gives the holder thereof the right to accelerate
such indebtedness.
2. INTENTIONALLY OMITTED.
3. CONVERSION AT THE OPTION OF THE HOLDER. The Holder of this Note
shall
have the following conversion rights:
(a) HOLDER'S RIGHT TO CONVERT. This Note shall be convertible, in
whole or in part, at any time on or after December 1, 2005,
following delivery
of notice to the Company (at the address and in the manner set
forth in the Note
Purchase Agreement pursuant to which this Note is attached) of the
election of
the Holder hereof, to convert the outstanding principal amount,
plus interest
into fully paid, validly issued and nonassessable shares of the
Conversion
Securities. If this Note is converted in part, the remaining
portion of this
Note not so converted shall remain entitled to the conversion
rights provided
herein.
(b) CONVERSION PRICE FOR HOLDER CONVERTED SHARES. The Outstanding
Principal Amount of this Note and interest that is converted into
Conversion
Securities at the option of the Holder shall be convertible at the
Conversion
Price.
(c) MECHANICS OF CONVERSION. In order to convert this Note (in
whole
or in part) into full Conversion Securities, the Holder (i) shall
give written
notice in the form of EXHIBIT A hereto (the "Conversion Notice") by
facsimile to
the Company at such office that the Holder elects to convert the
principal
amount (plus accrued but unpaid interest and default payments)
specified
therein, which such notice and election shall be revocable by the
Holder at any
time prior to its receipt of the Conversion Securities upon
conversion, and (ii)
as soon as practicable after such notice, shall surrender this
Note, duly
endorsed, by either overnight courier or 2-day courier, to the
principal office
of the Company; PROVIDED, HOWEVER, that the Company shall not be
obligated to
issue certificates evidencing th
