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Document Preview Secured Promissory Note |
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Title: |
Secured Promissory Note |
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Date: |
2003 |
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Preview shows 5KB of 21KB total |
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$41 |
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ID: |
#1263750 |
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SECURED PROMISSORY NOTE
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE
AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.
$460,000.00 June 16, 2003
New York, NY
FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, BIOVEST
INTERNATIONAL, INC., a Delaware corporation having its corporate office at 8500
Evergreen Blvd., Minneapolis MN 55433 (the "Company"), hereby promises to pay to
the order of Peter J. Pappas, Sr. having an address at c/o PJ Mechanical, 135 W.
18th Street, Second Floor, New York, N.Y. 10011 ("Holder"), or such other
address as Holder may notify the Company, the principal sum of $460,000.00 (the
"Principal"), together with interest thereon, as follows:
<PAGE>
1. Predecessor Notes. Reference is made to those certain Promissory Notes
dated January 13, 2003 and February 26, 2003 issued by the Company in favor
of Holder in principal amount equal to the Principal (the "Predecessor
Notes"). Holder agrees that by Holder's acceptance of this Note, Holder
hereby confirms its agreement to modification and extension of the
Predecessor Notes to the terms of this Note and agrees that the Company
shall have no further obligations under and/or with respect to the
Predecessor Notes which Holder has delivered to the Company for
modification concurrently with the issuance of this Note, except that any
Warrants issued in conjunction with the Predecessor Notes shall remain
outstanding. In connection with this Note, 200,000 Warrants currently
priced at $0.50 per share shall be repriced to $0.25 per share.
2. Accrual of Interest. Interest shall accrue on the outstanding balance of
Principal from the date of the Predecessor Notes and from time to time at
the rate of seven percent (7%) per annum. No payment of interest shall be
due until maturity.
3. Maturity. The Principal amount due under this Note shall become immediately
due and payable to Holder automatically and without further action or
notice on the part of Holder, on the date that is the third (3rd) annual
anniversary of the date of the Closing of the Investment Agreement between
Accentia and BioVest (the "Maturity Date").
4. Prepayment. All payments due under this Note shall be made by check payable
to HOLDER. The Company, at its option, may prepay this Note at any time
upon thirty
2
<PAGE>
(30) days notice in whole or in part without premium or penalty, subject to
HOLDER's right to convert the sums due hereunder to equity as set forth in
paragraph (6) herein.
5. Collateral. (a) In order to secure (i) the due and punctual payment of all
monetary obligations hereunder of the Company to Holder and any reasonable
costs and expenses (including, but not limited to, all legal fees and
expenses) of collection or enforcement of any such obligations and (ii) the
due and punctual payment of any costs and expenses incurred in connection
with the realization of the security of which this Note provides and any
reasonable costs and expenses (including, but not limited to, all legal
fees and expenses) incurred in connection with any proceedings to which
this Note may give rise (collectively referred to herein as "Liabilities"),
the Company hereby transfers, assigns, grants, bestows, sells, conveys and
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