THIS NOTE AND THE SECURITIES ISSUABLE UPON THE
CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.
CELLYNX, INC.
CONVERTIBLE PROMISSORY
NOTE
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$20,000.00
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Issue Date: March 27 2007
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|
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Laguna Niguel, California
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FOR VALUE RECEIVED, Cellynx, Inc., a California
corporation (the " Company ") promises to pay
to Daniel Ash (" Investor "), or its
registered assigns, in lawful money of the United States of
America, the principal sum of $20,000.00, or such lesser amount as
shall equal the outstanding principal amount hereof, together with
interest from the date of this Convertible Promissory Note ("
Note ") on the unpaid principal balance at a
rate equal to 4.00% per annum, computed on the basis of the actual
number of days elapsed and a year of 365 days. All unpaid
principal, together with any then unpaid and accrued interest and
any other amounts payable hereunder, shall be due and payable on
the earlier of (i) that date which is two years after the Issue
Date listed above ( the " Maturity Date
"), or (ii) when, upon or after the occurrence of an
Event of Default (as defined below), such amounts are declared due
and payable by Investor or made automatically due and payable in
accordance with the terms hereof.
The following is a statement of the rights of
Investor and the conditions to which this Note is subject, and to
which Investor, by the acceptance of this Note, agrees:
1.
Definitions. As used in this Note, the following
capitalized terms have the following meanings:
(a) "Obligations"
shall mean and include all loans, advances, debts,
liabilities and obligations, howsoever arising, owed by the Company
to Investor of every kind and description (whether or not evidenced
by any note or instrument and whether or not for the payment of
money), now existing or hereafter arising under or pursuant to the
terms of this Note, including, all interest, fees, charges,
expenses, attorneys' fees and costs and accountants' fees and costs
chargeable to and payable by the Company hereunder, in each case,
whether direct or indirect, absolute or contingent, due or to
become due, and whether or not arising after the commencement of a
proceeding under Title 11 of the United States Code (11 U. S. C.
Section 101 et seq.) , as amended from time to time
(including post-petition interest) and whether or not allowed or
allowable as a claim in any such proceeding.
(b) "Person" shall
mean and include an individual, a partnership, a corporation
(including a business trust), a joint stock company, a limited
liability company, an unincorporated association, a joint venture
or other entity or a governmental authority.
(c) "Securities Act"
shall mean the Securities Act of 1933, as amended.
2.
Prepayment. The Company may prepay this
Note in whole or in part at any time without penalty; provided that
any such prepayment will be applied first to the payment of
expenses due under this Note, second to interest accrued on this
Note and third, if the amount of prepayment exceeds the amount of
all such expenses and accrued interest, to the payment of principal
of this Note.
3. Events of
Default. The occurrence of any of the
following shall constitute an "Event of Default" under this
Note:
(a) Failure to Pay.
The Company shall fail to pay (1) when due any principal or
interest payment on the due date hereunder or (ii) any other
payment required under the terms of this Note on the date due and
such payment shall not have been made within five days of the
Company's receipt of investor's written notice to the Company of
such failure to pay;
(b) Voluntary Bankruptcy
or Insolvency Proceedings. The Company shall (i) apply for or
consent to the appointment of a receiver, trustee, liquidator or
custodian of itself or of all or a substantial part of its
property, (ii) be unable, or admit in writing its inability, to pay
its debts generally as they mature, (iii) make a general assignment
for the benefit of its or any of its creditors, (iv) be dissolved
or liquidated, (v) become insolvent (as such term may be defined or
interpreted under any applicable statute), (vi) commence a
voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or
hereafter in. effect or consent to any such relief or to the
appointment of or taking possession of its property by any official
in an involuntary case or other proceeding commenced against
it, or (vii) take any action for the purpose of effecting any of
the foregoing; or
(c) Involuntary
Bankruptcy or Insolvency Proceedings. Proceedings for the
appointment of a receiver, trustee, liquidator or custodian of the
Company or of all or a substantial part of the property thereof, or
an involuntary case or other proceedings seeking liquidation,
reorganization
or other relief with respect to the
Company or the debts thereof under any bankruptcy, insolvency or
other similar law now or hereafter in effect shall be commenced and
an order for relief entered or such proceeding shall not be
dismissed or discharged within 30 days of commencement.
4. Rights of Investor
upon Default. Upon the occurrence or existence of any Event
of Default described in Section 3(a) and at any time thereafter during the continuance of
such Event of Default, Investor may, by written notice to the
Company, declare all outstanding Obligations payable by the Company
hereunder to be immediately due and payable without presentment,
demand, protest or any other notice of an
