Exhibit
10.1
SECURED PROMISSORY NOTE
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US$
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New York, New York
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September 11, 2008 (the
“Issue Date”)
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FOR VALUE RECEIVED, MANHATTAN PHARMACEUTICALS,
INC., a Delaware corporation with offices at 810 Seventh Avenue,
4th Floor, New York, New York 10019 (the “Obligor” or
“Debtor”), hereby promises to pay to the order of
[NAME], an individual residing at [ADDRESS] (the
“Holder” or “Secured Party”), the principal
sum of [AMOUNT] in lawful money of the United States, together with
interest on the unpaid principal balance in accordance with the
terms set forth herein.
1.
Interest Rate
. Interest on the unpaid principal
balance hereof shall accrue at the rate of ten percent (10%) per
annum from the Issue Date through but not including the Maturity
Date (as defined below).
2.
Payment of Principal and
Interest . Principal and interest shall be paid in cash on
March 10, 2008 (the “Maturity Date”) unless paid
earlier by the Company. This is one of a series of related secured
promissory notes (in the aggregate principal amount of $70,000.00)
(the "Notes"). The Company shall pre-pay the principal and interest
due under the Notes, on a pro-rata basis in accordance with
original principal amounts, as and when the proceeds from the
Collateral are received by the Company. Furthermore, the Company
shall pre-pay the principal and interest due under the Notes, on a
pro-rata basis in accordance with original principal amounts, to
the extent that the Company raises additional debt or equity
financing in excess of $100,000.
3.
Place and Manner of
Payment . All
payments of principal and interest hereunder shall be made by the
Obligor to the Holder (or the Holder’s designee) at the
address of the Holder (or such designee) set forth above or such
other address as the Holder (or such designee) shall designate in
writing to Obligor and shall be made, at the Holder’s option,
either by wiring such funds to an account designated by the Holder
or by certified or cashier’s check made payable to the order
of the Holder (or such designee of the Holder).
4.
Representations and
Warranties of the Obligor . The Obligor has full legal capacity, power and
authority to execute and deliver this promissory note and to
perform its obligations hereunder, including, without limitation
the granting of the security interests in the Collateral (as
defined below) in favor of the Holder as set forth in
Section 6 hereof. This promissory note is a valid and binding
obligation of the Obligor, enforceable in accordance with its
terms, except as limited by bankruptcy, insolvency or other laws of
general application relating to or affecting the enforcement of
creditors’ rights generally and general principles of
equity.
5.
Events of Default;
Remedies .
(a) For purposes of this promissory note, an
“Event of Default” shall mean (i) the failure by
the Obligor to make any payment due hereunder in full on or before
the fifth (5th) business day following the Maturity Date;
(ii) the Obligor, pursuant to or within the meaning of Title
11, U.S. Code, or any similar Federal, foreign or state law for the
relief of debtors (collectively, “Bankruptcy Law”),
(a) commences a voluntary case, (b) consents to the entry
of an order for relief against it in an involuntary case,
(c) consents to the appointment of a receiver, trustee,
assignee, liquidator or similar official (a
“Custodian”), (d) makes a general assignment for the
benefit of its creditors or (e) admits in writing that
it is generally unable to pay its debts as they become due;
(iii) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (a) is for relief against the
Obligor in an involuntary case, (b) appoints a Custodian of
the Obligor or (c) orders the liquidation of the Obligor, in
each case, which order, decree or appointment is not discharged or
dismissed within sixty (60) days; (iv) a breach by the Obligor
of its representations an warranties under Section 5 of this
promissory note; or (v) a breach by the Obligor of any of its
material covenants and agreements under this promissory note,
including, without limitation, its obligations under Section 7
hereof, which breaches are not cured within ten (10) business days
after the Obligor has received written notice thereof from the
Holder.
(b) Upon the occurrence of any Event of Default,
the entire principal sum outstanding, together with all accrued and
unpaid inter
