Exhibit 4.5
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 Convertible
Promissory Note (this "Note") amends that certain
Convertible
Promissory
Note dated
December 9, 2004 in the original
principal
amount of $452,991.10, issued by CepTor Corporation to Harbor
Trust. The parties
hereto agree that this Note
supercedes and replaces the above
referenced
note
and that such note has been cancelled.
CEPTOR CORPORATION
AMENDED CONVERTIBLE PROMISSORY NOTE
(non-negotiable)
Hunt Valley, Maryland
$452,991.10
December 9, 2004
FOR
VALUE
RECEIVED
Ceptor
Corporation,
a
Delaware
corporation
(the
"COMPANY"), promises to pay to HARBOR TRUST (the "HOLDER"), at the
office of the
Holder,
the
principal
amount of four hundred
fifty two thousand nine hundred
ninety one dollars and (10)/100ths ($452,991.10), 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 9, 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 $0.375 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
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
-2-
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 the shares of the Conversion
Securities issuable
upon such conversion
unless either the Note evidencing the principal
amount is
delivered to the Company as provided
above,
or the
