EXHIBIT 10.1
PROMISSORY NOTE
FOR VALUE RECEIVED , the
undersigned, Sutura, Inc. , a Delaware corporation (the
“ Maker ”), hereby promises to pay to the
order of Pandora Select Partners, L.P. , a British Virgin
Islands limited partnership, or its assigns (the “
Payee ”), at such place as the Payee may
designate in writing, the principal sum of Fifty-Five Thousand Six
Hundred Fifty Dollars ($55,650) under the terms set forth herein.
This Note is one of a series of four Notes (together, the
“Series Notes" ) being issued by Maker on
the date hereof.
1.
Interest . The unpaid principal balance hereof from
time to time outstanding shall bear interest from the date hereof
at the rate of twelve percent (12%) per annum.
2.
Payment . Except as otherwise provided herein, and
subject to any default hereunder, the principal and interest hereof
is payable as follows:
(a) The entire outstanding
principal amount of the Note together with all accrued but unpaid
interest shall be due and payable in cash or otherwise immediately
available funds in one balloon payment on the sixtieth (60
th )
month anniversary of this Note (the “ Maturity
Date ”).
(b) Maker may prepay this Note,
in whole or in part, upon five (5) days prior written notice
to Payee at a cost equal to accrued interest plus the present value
of the note discounted at a rate equal to (x) the then U.S.
Treasury rate for 5-year Notes as reported by Bloomberg on the date
of such Prepayment Notice, plus (y) 100 basis points.
All Prepayments shall be applied first to accrued but unpaid
interest and then to principal.
3.
Demand Right for Early Payment . Payee shall have the
one-time right, in its sole and absolute discretion, to require
Maker to pay all outstanding principal amounts and accrued but
unpaid interest due under this Note by providing Maker with written
notice of such payment requirement no sooner than November 1,
2007, but no later than November 15, 2007 (the “Payment
Notice”). Upon receipt of such Payment Notice, Maker shall
pay all such amounts in cash or otherwise immediately available
funds on or prior to November 20, 2007. The failure of Payee
to provide the Payment Notice within the required time period will
constitute a waiver of such right without further action of either
party.
4.
Mandatory Prepayment Upon Sale Transaction . If Maker
or its controlling stockholders enter into a definitive agreement
relating to a Sale Transaction, Maker shall give Payee at least
fifteen (15) days prior written notice of the proposed date
for consummation of the Sale Transaction. Despite any other
provisions hereof, the entire principal balance of this Note, and
all accrued but unpaid interest, shall be du
