EXHIBIT 4.5
CONVERTIBLE PROMISSORY AGREEMENT
$10,000 January 10, 2001
This Agreement by and between, PARACELSIAN, INC., a Delaware corporation with an
address at 222 Langmuir Laboratories, Cornell Technology Park, Xxxxxx, XX 00000
(hereinafter called "Company") and Xxxxx Xxxxxxxxxx with an address at 00
Xxxxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxx Xxxx 00000 (hereinafter called "Note
Holder").
WITNESSETH:
WHEREAS, Note Holder is willing to lend Company the aggregate sum of Ten
Thousand Dollars ($10,000) as evidenced by this Convertible Promissory Agreement
(hereinafter called "Note").
In consideration of the mutual covenants and conditions herein contained, the
parties hereby agree, represent and warrant as follows:
A. The Company authorizes the issuance of this Note in the aggregate
principal amount of $10,000 to be dated January 10, 2001, to mature on
January 9, 2002 and to bear interest on the unpaid principal thereof
at the rate of ten percent (10%) per annum until maturity.
B. The Note Holder at any time up to and including the maturity date but
not thereafter may convert the Note into as many shares of Restricted
Common Stock of the Company as the principal and accrued interest of
the Note so converted in a multiple of $.40 per share, and upon
surrender of this Agreement representing the Note to the Company at
its principal office.
C. No fractional share of Common Stock shall be issued upon conversion of
the Note. Upon conversion of the Note, any remaining accrued and
unpaid interest and principal shall be paid to the Note Holder by the
Company.
D. In case the Company shall at any time divide its outstanding shares of
Common Stock into a greater number of shares, the conversion price in
effect immediately prior to such subdivision should be proportionately
reduced, and, conversely, in the case of outstanding shares of Common
Stock of the Company shall be combined into a smaller number of
shares, the actual conversion price in effect immediately prior to
such combination shall be proportionately increased.
E. This Agreement may not be modified, amended or terminated except by
written agreement executed by all the parties hereto.
IN WITNESS THEREOF, this Note has been duly executed on the day and year first
above written.
PARACELSIAN, INC.
By: /s/ T. Xxxxx Xxxxxxxx
-------------------------------------
T. Xxxxx Xxxxxxxx
President & CEO
[Corporate Seal]
Attest:
/s/ Xxxx X. Xxxxxx Secretary
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