Exhibit 10.52
FINANCING
AGREEMENT
This Financing Agreement (the
“ Agreement ”) by and between ProUroCare Medical
Inc. (the (“ Company ”) and Mr. James L.
Davis (‘ Davis ”) is made as of March 19,
2009.
RECITALS
WHEREAS, pursuant to the terms of two promissory notes
(the “ Notes ”) issued by the Company in favor
of Davis, the Company owes to Davis a principal sum of
$187,500.00;
WHEREAS, the Company also owes to Davis interest accrued
on the Notes and previous loans of $13,569.14 (the “
Interest ”);
WHEREAS, the Notes and Interest are currently due and
payable, and the Company desires to refinance the Notes and
Interest, and Davis is willing to provide such
refinancing;
WHEREAS, Davis has made payments to vendors on behalf of
the Company for certain services, including investor relations
services, totaling $15,293.07
WHEREAS, the Company has identified certain projects and
activities that its management believes are valuable and in the
best interests of the Company, but which are not currently funded,
and Mr. Davis has agreed to provide such funding;
and
WHEREAS, Davis has agreed to provide certain website
maintenance activities for the Company’s website without
charge throughout 2009.
AGREEMENT
NOW, THEREFORE,
in consideration of the foregoing,
the Company and Davis agree as follows:
1.
Loan and Issuance of 2009
Note .
Mr. Davis will loan to the Company $64,637.79 in cash, and the
Company will issue a new, one-year convertible promissory note to
Davis in the amount of $281,000.00 in substantially the form
attached hereto as Exhibit A (the “ 2009
Note ”). The 2009 Note will be
interest-free.
2.
Waiver and Discharge of Notes and
Interest . In
consideration of the issuance of the 2009 Note and the Shares,
Davis hereby forever waives and discharges the amounts owing under
the Notes, the Interest owed to him by the Company and amounts paid
by him on behalf of the Company to certain vendors in the amount of
$15,293.07. Concurrently with the execution of this
Agreement, the Notes shall be presented by Davis to the Company for
cancellation.
3.
Payments and Services from
Davis . Davis or
his affiliate hereby agrees to provide maintenance services for the
Company’s website on an as-needed basis throughout 2009
without charge to the Company.
4.
Miscellaneous
.
(a)
Choice of
Law . This Agreement shall
be governed by and its provisions construed in accordance with the
laws of the State of Minnesota, as applied to contracts between
Minnesota residents entered into and to be performed entirely
within Minnesota without regard to the conflict of law principles
thereof.
(b)
Amendment and
Termination . No amendment,
modification, termination or cancellation of this Agreement shall
be effective unless it is in writing signed by both the parties
hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
(c)
Entire
Agreement . This Agreement sets
forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject
matter hereof between the parties hereto.
(d)
Successors and
Assigns . This Agreement shall
be binding upon the Company and its successors and assigns, and
shall inure to the benefit of Davis and his heirs, executors,
administrators, successors and assigns, as the case may
be.
(e)
Severability
. Wherever
possible each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but
if any such provision shall be prohibited by or invalid under
applicable law, it shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this
Agreement.
(f)
Counterparts
. This
Agreement may be executed in various counterparts, each of which
when so executed and delivered shall be an original, and all such
counterparts together shall constitute one and the same
instrument.
2
IN WITNESS WHEREOF,
the undersigned have executed this
Financing Agreement this 19th day of March, 2009.
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COMPANY
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DAVIS
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/s/ Richard C. Carlson
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/s/ James L. Davis
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Richard C. Carlson
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James L. Davis
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Chief Executive Officer
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[SIGNATURE PAGE TO FINANCING
AGREEMENT]
3
Exhibit A
THIS NOTE AND THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR UNDER THE PROVISIONS OF ANY APPLICABLE
STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE
UPON CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CONVERTIBLE PROMISSORY
NOTE
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$281,000.00
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March 19, 2009
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FOR VALUE RECEIVED, ProUroCare
Medical Inc., a Nevada corporation (the “ Company
”), hereby promises to pay to James L. Davis (“
Holder ”), the principal sum of TWO HUNDRED
EIGHTTY-ONE DOLLARS ($281,000.00), together with interest as
provided for herein, in lawful currency of the United States of
America.
SECTION 1
Terms
Section 1.1
No Interest . This convertible promissory note bears
no interest.
Section 1.2
Maturity . Subject to the earlier conversion of this
Note, the entire outstanding principal amount of this Note,
together with the interest accrued on this Note from the date of
this Note through the date of payment, shall be payable to the
Holder in cash on March 19, 2010 (the “ Maturity
Date ”).
Section 1.3
Optional Conversion . At anytime or from time to time,
at the option of the Holder, all or any portion of the outstanding
principal amount of this Note (the “ Converted Balance
”) may be converted into that number of shares of the
Company’s common stock, $0.00001 par value per share (the
“ Common Stock ”), as is obtained by dividing
the Converted Balance by $0.55 (the “ Conversion Price
”).
Section 1.4
Optional Prepayment . Subject to the Holder’s
right to have some or all of the principal on this Note converted
into Common Stock in accordance with Section 1.3 hereof, the
Company may, at its option, without premium or penalty, upon
fifteen (15) days prior written notice to the Holder, repay the
unpaid principal amount of this Note, at any time in whole or from
time to time in part, together with interest accrued thereon to the
date of prepayment. Any such prepayment shall be applied
first to the payment of accrued interest and then to repayment of
principal. Upon any partial prepayment of the unpaid
principal amount of this Note, the Holder shall make notation on
this Note of the portion of the principal so prepaid.
Section 1.5
Subordination . This Note shall be subordinated in all
respects (including right of payment) to all other indebtedness of
the Company, now existing or hereafter owing,
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