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Document Preview Convertible Secured Note |
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Title: |
Convertible Secured Note |
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Entities: |
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Date: |
2003 |
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Size: |
8KB total |
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Price: |
$35 |
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ID: |
#282428 |
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THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES ADMINISTRATOR OF ANY STATE PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THIS NOTE IS SUBJECT TO THE TERMS OF A NOTE
PURCHASE AGREEMENT DATED AS OF MARCH 26, 2003 AND MAY NOT BE TRANSFERRED OR SOLD
EXCEPT AS PROVIDED THEREIN AND AS PERMITTED UNDER THE ACT PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM.
NEOPROBE CORPORATION
9.5% CONVERTIBLE SECURED NOTE DUE JUNE 30, 2004
$250,000.00 April 2, 2003
FOR VALUE RECEIVED, the undersigned, NEOPROBE CORPORATION (herein
called the "COMPANY"), a corporation organized and existing under the laws of
the State of Delaware hereby promises to pay to Donald E. Garlikov, or
registered assigns, the principal sum of $250,000.00 on the earlier to occur of
(a) June 30, 2004, or (b) thirty days following such date as David C. Bupp is no
longer the chief executive officer of the Company, with interest (computed on
the basis of a 360-day year of twelve 30-day months) on the unpaid balance
thereof at the rate of 9.5% per annum from the date hereof, payable monthly in
arrears, on the last day of each calendar month, commencing with the calendar
month next succeeding the date hereof, until the principal hereof shall have
become due and payable.
Payments of principal of, and interest on this Note are to be made in
lawful money of the United States of America at the address of the holder of
this Note provided for receipt of notices under the Note Purchase Agreement
referred to below or, at the option of the holder of this Note, in immediately
available funds at any bank or other financial institution capable of receiving
immediately available funds designated by the holder of this Note.
This Note has been issued pursuant, and is subject, to an 9.5%
Convertible Secured Note Purchase Agreement, dated as of March 26, 2003, as the
same may be amended, modified or supplemented from time to time in accordance
with the terms thereof (the "NOTE PURCHASE AGREEMENT"), between the Company and
the Purchaser named therein and is entitled to the benefits thereof. Each holder
of this Note will be deemed, by its acceptance hereof, (a) to have agreed to all
of the terms of the Note Purchase Agreement and other agreements referenced
therein, and (b) to have made the representations and warranties set forth in
Sections 4.2 through 4.8 of the Note Purchase Agreement. This Note is secured,
among other things, pursuant to the Security Agreement as therein defined, and
may now or hereafter be secured by one or more other security agreements,
mortgages, deeds of trust, assignments or other instruments or agreements.
This Note may be prepaid at any time prior to maturity in whole or in
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