Exhibit 10.1
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
TETRAGENEX PHARMACEUTICALS, INC.
PROMISSORY NOTE
FOR VALUE RECEIVED, Tetragenex
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), promises to pay to the order of [ _ ] (the
“ Holder ”), or its assignees, the principal sum
of [ _ ] dollars ($____) plus interest at the rate, subject to
Section 4 hereof, of twelve percent (12%) per annum, or so
much, thereof, which may be outstanding on the Maturity Date (as
hereinafter defined).
Subject to Section 3 hereof, the
entire outstanding principal amount and accrued interest of this
promissory note (this “ Note ”) shall be due and
payable on a date (the “ Maturity Date ”) which
shall be the earlier to occur of: (i) two (2) years from the date
hereof, or (ii) the Company receiving equity financing after the
date hereof in excess of US $2,000,000 in the aggregate (or the
closing on the Offering at or in excess of $2
million. For purposes hereof, “Offering”
means that certain private placement of “units”
consisting of a promissory note in the principal amount of $[ _ ],
together with a warrant to purchase [ _ ] shares of the
Company’s common stock.
The following is a statement of the
rights of the Holder and the conditions to which this Note is
subject and to which Holder, by the acceptance of this Note, and
the Company, by execution of this Note, agree as
follows:
1. If
the Company shall (a) fail to pay any principal or interest payable
hereunder promptly on the due date thereof, or upon the occurrence
of an Event of Default or upon the Maturity Date then the entire
unpaid principal sum, together with all interest accrued payable
hereunder added thereto, at the option of the Holder, shall bear
interest, from the date of such occurrence through the date of
judgment and until collection, at the rate which is the lesser of
(x) fifteen percent (15%) per annum, or (y) the highest rate
permitted by law.
2.
Events of
Default . The occurrence and continuation of any of
the following shall constitute an “ Event of Default
” under this Note:
|
|
|
Failure to Pay or Other Defaults in
Performance . The Company fails to pay in full
the principal amount and any accrued interest on the Maturity Date,
pursuant to the terms herein; or
|
|
|
|
Other Breaches . The Company breaches its
representations or warranties or otherwise fails to duly observe,
perform or comply with any material covenant, agreement or
provision of this Note, and such failure remains unremedied for a
period of thirty (30) days after notice of such failure is given by
the Holder to the Company; or
|
|
|
|
Voluntary Bankruptcy or Insolvency
Proceedings . The Company shall (i) apply for or
consent to the appointment of a receiver, trustee, liquidator or
custodian 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 any of its creditors, (iv)
|
|
