EXHIBIT A
TO
NOTE AND WARRANT PURCHASE AGREEMENT
FORM OF NOTE
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.
MIRAVANT MEDICAL TECHNOLOGIES
SECURED CONVERTIBLE PROMISSORY NOTE
$__________
____________, 200_
MIRAVANT MEDICAL TECHNOLOGIES, a Delaware corporation (the
"Maker"),
for value received, promises to pay to the
order of ST. CLOUD INVESTMENTS, LTD.,
a British Virgin Islands company (the
"Holder"), the principal sum of
___________ DOLLARS ($___________),
together with interest at the rate per annum
equal to the "Prime Rate" published by the
Wall Street Journal plus Three
Percent (3.0%), as adjusted in accordance
with Section 3(c) (the "Interest
Rate"). All principal and accrued but
unpaid interest hereunder is payable on
December 31, 2009 (the "Maturity Date").
This Note shall be subject to the
following additional terms and
conditions:
1. Purchase Agreement. This Note is issued pursuant to that
certain
Note and Warrant Purchase Agreement dated
March 7, 2005 (the "Purchase
Agreement"), and is entitled to the
benefits of such Purchase Agreement. All
capitalized terms that are used in this
Note and are not otherwise defined
herein are intended to have the meanings
assigned to such terms in the Purchase
Agreement.
2. Security Agreement. THE COMPANY'S OBLIGATIONS UNDER THIS NOTE
ARE
SECURED BY A SECURITY AGREEMENT DATED MARCH
7, 2005 (THE "SECURITY AGREEMENT").
ADDITIONAL RIGHTS OF HOLDER ARE SET FORTH
IN THE SECURITY AGREEMENT.
3. Payment of Principal and Interest
(a) Interest will be due and payable quarterly in arrears and
will be payable on the fifth Business Day
after the end of each calendar quarter
(i.e., the fifth Business Day of April,
July, October and January) of each year,
with the first such payment due on
_________, 200_. The Interest Rate applicable
for any quarter shall be calculated on the
first Business Day of such calendar
quarter. At the Maker's option, exercisable
by written notice to the Holder
within five (5) days subsequent to the
interest due date, the interest payable
on such date may be (i) added to principal
or (ii) paid in shares of
unregistered Common Stock of the Maker
based on a per share price equal to the
average of the closing sales prices of the
shares of Maker's Common Stock on a
national exchange or over-the-counter
trading system during all trading days of
the full calendar month prior to the date
interest is due hereunder. The entire
unpaid principal and accrued but unpaid
interest on this Note shall be due and
payable in full on the Maturity Date. Maker
may only pre-pay amounts owing
hereunder upon receipt of Holder's prior
written consent.
(b) Except as otherwise provided herein, all sums payable
hereunder shall be paid in lawful money of
the United States of America which
shall be legal tender for public and
private debts at the time of payment. If
the payment to be made hereunder shall be
due on a day other than a Business
Day, such payment shall be made on the next
succeeding Business Day. "Business
Day" means any day other than a Saturday,
Sunday, or a day on which banking
institutions are authorized or required to
close. All payments shall be credited
first toward interest then due and the
remainder toward principal.
(c) Any and all payments by Maker to or for the account of
Holder hereunder or under the Purchase
Agreement or any Warrant delivered
thereunder (collectively, the "Loan
Documents") shall be made free and clear of
and without deduction for any and all
present or future taxes, levies, imposts,
deductions, charges or withholdings, and
all liabilities with respect thereto,
excluding, in the case of Holder income and
franchise taxes that are imposed by
the state or foreign jurisdiction under the
laws of which Holder is organized or
is or should be qualified to do business or
any political subdivision thereof
(all such non excluded taxes, levies,
imposts, deductions, charges, withholdings
and liabilities in respect of payments
hereunder or under the Loan Documents
being hereinafter referred to as "Taxes").
If Maker shall be required by law to
deduct any Taxes from or in respect of any
sum payable to Holder hereunder or
under any other Loan Document, (i) the sum
payable by Maker shall be increased
as may be necessary so that after Maker has
made all required deductions
(including deductions applicable to
additional sums payable under this Section
3(c)) Holder receives an amount equal to
the sum it would have received had no
such deductions been made, (ii) Maker shall
make all such deductions and (iii)
Maker shall pay the full amount deducted to
the relevant taxation authority or
other authority in accordance with
applicable law.
4. Default Rate. Notwithstanding any other provision in this Note
to
the contrary, any amount, whether of
accrued interest or principal, that is not
paid when due (whether at stated maturity,
by acceleration or otherwise), unless
notice is given by the Company pursuant to
Section 3(a) above, shall bear
interest, from the date on which such
amount is due until such amount is paid in
full, at the Interest Rate, plus Three
Percent (3.0%) per annum.
5.
Conversion Rights
(a) Conversion Option. This Note (including unpaid interest)
shall be convertible, at any time and from
time to time, in whole or in part, at
the option of the Holder (the "Conversion
Option"), into Conversion Shares, as
defined in the Purchase Agreement. The
number of Conversion Shares into which
this Note is convertible shall be equal to
the principal amount of this Note,
plus any unpaid interest divided by
$___________ (determined as One Hundred Ten
Percent (110%) of the average of the
closing sales prices of the shares of
Maker's Common Stock on a national exchange
or over-the-counter trading system
during all trading days of the full
calendar month prior to the date of the Note
(the "Conversion Price")). The Conversion
Option shall terminate upon the
payment in full of this Note in accord
