EXHIBIT
10.12
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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Laguna Niguel, California
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FOR VALUE RECEIVED, Cellynx, Inc., a California
corporation (the " Company ") promises to pay to Tareq
Risheq (" 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 clue 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 (i) 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
