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Exhibit
10.43
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OR
EXERCISE OF HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THIS SECURITY AND THE SECURITIES ISSUABLE
UPON CONVERSION OR EXERCISE HEREOF MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT HERETO OR THERETO UNDER SAID
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DR.
TATTOFF, LLC THAT SUCH REGISTRATION IS NOT
REQUIRED.
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Certificate No. PN-
[__]
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Issue Date: July 20, 2007
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| Principal Amount
$75,000 |
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CONVERTIBLE PROMISSORY NOTE
FOR
VALUE RECEIVED, DrTattoff, LLC, a California limited liability
company, located at 8500 Wilshire Blvd, Beverly Hills CA 90211
(hereinafter called “
Borrower ”),
hereby promises to pay to Ian Kirby, located at 560 N. Kings Road
#3, West Hollywood, CA 90048 (the “
Holder ”),
without demand, the sum of Seventy Five Thousand Dollars ($75,000),
plus all accrued and unpaid interest, on the earlier of (i) the
date which is 180 days following Issue Date, or (ii) the date which
is two (2) days after the effective date of the Merger (as defined
below) (the “
Maturity Date ”),
unless the Holder elects to convert this Note as set forth in
Article II.
ARTICLE I
GENERAL PROVISIONS
1.1
Interest Rate .
Interest on the outstanding principal balance of this Note shall
accrue, beginning from the date hereof, at a rate of 10% per annum,
compounded quarterly. Interest on the outstanding principal balance
of the Note shall be computed on the basis of the actual number of
days elapsed and a year of three hundred and sixty (360) days and
shall be payable on the Maturity Date, upon earlier prepayment of
this Note or in the form of shares of New Securities or Conversion
Shares (each as defined below), upon conversion of this Note as set
forth in Section 1.2 below.
1.2
Conversion Privileges .
The Note shall be payable in full on the Maturity Date, unless
previously converted into New Securities or Conversion Shares, in
accordance with Article II hereof.
1.3
Prepayment .
This Note shall not be subject to any prepayment penalty in the
event the Company determines in its sole discretion to prepay all
or any portion of this Note.
1.4
In
no event shall the Borrower be obligated to pay interest and
fees in excess of the amount permitted by law. Regardless of
any provision herein or in any agreement made in connection
herewith, Holder shall never be entitled to receive, charge or
apply, as interest on any indebtedness relating hereto, any
amount in excess of the maximum amount of interest permissible
under applicable law. If Holder ever receives, collects or
applies any such excess, it shall be deemed a partial
repayment of principal and treated as such; and if principal
is paid in full, any remaining excess shall be refunded to the
Borrower. This paragraph shall control every other provision
hereof and of any other agreement made in connection
herewith.
ARTICLE II
CONVERSION RIGHTS
The
Holder shall have the right to convert the principal and any
interest due under this Note into New Securities or Conversion
Shares as set forth below.
2.1.
Borrower's Proposed Merger .
The Borrower intends to merge itself with and into Lifesciences
Opportunities, Inc., a Delaware corporation (the "Merger"). The
rights provided in this Article II shall not be exercisable unless
and until completion of the Merger. For purposes of this Article
II, the term Borrower shall refer to the surviving entity after
completion of the Merger.
2.2
Conversion into the Borrower’s New Securities
.
(a)
Conversion Right .
Provided that the Merger is consummated, upon written notice to the
Borrower, the Holder may, at its sole option, at the effective date
of the Merger (as defined below), or at any time thereafter until
the principal balance of this Note, together with all accrued and
unpaid interest, is paid in full, convert the entire outstanding
principal hereunder and all accrued and unpaid interest thereon
into such number of shares of fully paid and non-assessable equity
securities issued by the Borrower to its members in connection with
the conversion of their Membership Interests in the Company
pursuant to the Merger (the “
New Securities ”),
that is equal to the quotient of (A) the outstanding principal
hereunder
plus all
accrued and unpaid interest thereon
divided by (B)
the Conversion Price (as defined below). In addition, in connection
with such conversion, the Holder shall receive rights as a
purchaser and holder of New Securities (including, without
limitation, customary registration rights) no less favorable in the
aggregate and in any single instance than those granted to any
other purchaser of New Securities. The Borrower agrees that it has
no right to prevent the Holder from effecting such conversion
without the Holder’s consent, whether by attempting to prepay
this Note (whether or not there shall have been a default
hereunder) or otherwise. The “
Conversion Price ”
shall (i) if the New Securities are common stock, par value $0.001
per share (the “
Common Stock ”),
be equal to the Common Stock Equivalent Price (as defined below) or
(ii) if the New Securities are convertible capital stock, the
Conversion Price shall be an amount equal to the Common Stock
Equivalent Price multiplied by the number of shares of Common Stock
into which one share of such convertible capital stock is
convertible. The “
Common Stock Equivalent Price ”
shall initially be the closing offering price in the Next Financing
and shall be adjusted as set forth in Section 2.2(d)
below.
(b)
Fractional Shares. Upon
the conversion of this Note, fractional shares representing New
Securities shall be issued only if fractional shares are issuable
in connection with the Next Financing to investors generally. If no
fractional shares are so issuable, then with respect to any
fraction of a share called for upon the conversion of this Note or
any portion hereof, a cash amount equal to such fraction shall be
paid to the Holder.
(c)
Conversion Mechanics .
(i)
Notice of Merger .
The Borrower shall notify the Holder in writing not less than 5
business days prior to the expected effective date of the Merger
(the “
Effective Date ”).
Such notice shall include all of the material terms of the Merger
and shall include, as promptly as such documents are available,
then-current drafts of the transaction documents for the Merger.
Following such notice, the Borrower shall provide the Holder with
any transaction documents or revised drafts thereof at the same
time that such transaction documents or drafts are made generally
available to Members of the Company in connection with the
Merger.
(ii)
Conversion Notice .
The right of conversion shall be exercised by the Holder by
delivering to the Borrower, no later than the business day prior to
the date of which this Note, including all accrued and unpaid
interest thereon, is paid in full, a conversion notice
substantially in the form attached hereto as
Exhibit A (the
“
Conversion Notice ”),
appropriately completed and duly signed, and by surrender not later
than five (5) business days thereafter of this Note (or if the
original Note has been lost or destroyed, an affidavit of Holder in
customary form certifying as to such loss or destruction). Promptly
after the receipt of the Conversion Notice and the original Note
(or if the original Note has been lost or destroyed, an affidavit
of Holder in customary form certifying as to such loss or
destruction), the Borrower shall issue and deliver, or cause to be
delivered, to the Holder, a certificate or certificates for the
number of shares of New Securities issuable to such Holder in
accordance with Section 2.2(a). Such conversion shall be deemed to
have been effected as of the date of consummation of surrender of
the Original Note, or affidavit, as the case may be (the
“
Conversion Date ”),
and the person or persons entitled to receive the shares of New
Securities issuable upon conversion shall be treated for all
purposes as the holder or holders of record of such shares as of
the close of business on the Conversion Date.
(d)
The
number and kind of shares or other securities to be issued
upon conversion determined pursuant to Section 2.2(a), shall
be subject to adjustment from time to time upon the happening
of certain events while this conversion right remains
outstanding, as follows:
(i)
Merger, Sale of Assets, etc .
If the Borrower at any time shall consolidate with or merge into or
sell or convey all or substantially all its assets to any other
corporation, this Note, as to the unpaid principal portion thereof
and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase such number and kind of shares or
other securities and property as would have been issuable or
distributable on account of such consolidation, merger, sale or
conveyance, upon or with respect to the securities subject to the
conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision
shall similarly apply to successive transactions of a similar
nature by any such successor or purchaser. Without limiting the
generality of the foregoing, the anti-dilution provisions of this
Section shall apply to such securities of such successor or
purchaser after any such consolidation, merger, sale or
conveyance.
(ii)
Reclassification, etc .
If the Borrower at any time shall, by reclassification or
otherwise, change the Common Stock into the same or a different
number of securities of any class or classes that may be issued or
outstanding, this Note, as to the unpaid principal portion thereof
and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as
the result of such change with respect to the Common Stock
immediately prior to such reclassification or other
change.
(iii)
Stock Splits, Combinations and Dividends .
If the shares of Common Stock are subdivided or combined into a
greater or smaller number of shares of Common Stock, or if a
dividend is paid on the Common Stock in shares of Common Stock, the
Common Stock Equivalent Price shall be proportionately reduced in
case of subdivision of shares or stock dividend or proportionately
increased in the case of combination of shares, in each such case
by the ratio which the total number of shares of Common Stock
outstanding immediately after such event bears to the total number
of shares of Common Stock outstanding immediately prior to such
event.
(e)
Whenever
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