EXHIBIT 10.26
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This Note has not been registered under the Securities Act of 1933, as amended
(the "Act'), and is a "restricted security," as that term is defined in Rule 144
under the Act. This Note may not be offered for sale, sold, or otherwise
transferred except pursuant to an effective Registration Statement under the
Act, or pursuant to an exemption from registration under the Act, the
availability of which is to be established to the satisfaction of AspenBio.
PROMISSORY NOTE
$956,759.68 Date: June 12, 2003
FOR VALUE RECEIVED, AspenBio, Inc., a Colorado corporation ("AspenBio") promises
to pay ▇▇▇▇▇ ▇. ▇▇▇▇▇, a resident of Castle Rock, Colorado ("▇▇▇▇▇") at ▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other place of payment as
▇▇▇▇▇ may specify from time to time in writing, in lawful money of the United
States of America, the principal amount of $ 956,759.68 with interest at the
rate of 6% per annum.
Payments shall be applied first to accrued interest and then to unpaid
principal. Interest shall be compounded and computed on the basis of a year
consisting of twelve months of thirty days each. Monthly payments by the Company
of accrued interest only shall begin on September 1, 2004 in accordance with the
attached schedule. The Additional Terms and Conditions which are attached hereto
are made a part hereof by this reference.
AspenBio waives presentment and demand for payment, notice of dishonor, protest
and notice of protest and any other notice as permitted under the UCC or any
applicable law.
ASPENBIO, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Chairman of the Board of Directors
PROMISSORY NOTE
MADE BY ASPENBIO, INC.
TO ▇▇▇▇▇ ▇. ▇▇▇▇▇
ADDITIONAL TERMS AND CONDITIONS
These Additional Terms and Conditions are attached to and shall be made a
part of the Promissory Note of AspenBio, Inc. payable to ▇▇▇▇▇ ▇. ▇▇▇▇▇
("▇▇▇▇▇") dated June 12, 2003 (the "Note"), as if incorporated therein:
1. Maturity Date. The Note will mature on June 12, 2008; provided, that, if
AspenBio raises $3,000,000 in gross proceeds from the sale of its common stock
in the offering commenced in June 2003, then AspenBio shall make a payment on
this Note to ▇▇▇▇▇ of $150,000.
2. Not a Consumer Note. The loan represented by this Note is solely for
commercial and business purposes, and is not made in connection with a consumer
transaction. The loan represented by this Note is not for personal, family,
agricultural or household purposes. The loan represented by this Note is not a
consumer loan within the meaning of the Uniform Consumer Credit Co. ("UCCC") and
accordingly, the UCCC shall not apply to this Note.
3. Default. This Note shall be in default if AspenBio fails to cure, within
30 days of notice from ▇▇▇▇▇ of default, its failure to make payment of
principal or interest due under this Note when the same becomes due and payable.
From and after the date of any such default, all principal and interest then due
hereunder shall thereafter accrue interest at the rate of 10% per annum. If
default shall occur and be continuing and ▇▇▇▇▇ proceeds to enforce or pursue
any legal or equitable remedies, AspenBio agrees to pay all expenses incurred by
▇▇▇▇▇ (including reasonable attorneys' fees) incident to the enforcement of the
Note.
4. Notices. Any notice or other communication given hereunder shall be
given in writing and sent by overnight courier or registered or certified mail,
return receipt requested, addressed to AspenBio or ▇▇▇▇▇ at their respective
addresses as set forth in the Note. Notices shall be deemed to have been given
three business days after the date of mailing or one business day after delivery
to an overnight courier. The address for notices for any party may be changed by
notice given pursuant to this Section 5. For purposes of this Note, "business
day" shall exclude Saturdays, Sundays and legal holidays in the State of
Colorado.
5. Governing Law. This Note and its validity, construction and performance
shall be governed in all respects by the laws of the State of Colorado.
