Exhibit 10.28
UNSECURED PROMISSORY NOTE
On this ____ day of April 2007, Intraop Medical Corporation, a Nevada
corporation (the "Company"), does hereby agree to pay ___________ ("Lender") at
his offices at ________________, or such other place as the holder hereof shall
reasonably designate, the sum of _____________ Dollars ($___,000) along with
accrued interest at the rate of 10% per annum as provided herein, in
consideration for Xxxxxx's unsecured loan made to the Company on the above date
and for the above amount.
1. Principal and Interest Payments. Principal and outstanding interest
shall be payable in whole or in part to Lender when the Company
receives any deposits from its customers towards the purchase of the
Company's products, provided that repayment in full of all principal
and accrued interest shall occur no later than 90 days from the date
first written above.
2. General Provisions.
2.1 Non-Waiver. The undersigned further expressly agrees that this
Note, or any payment hereunder, may be extended from time to time
by Xxxxxx and acceptance by the Company of performance which does
not strictly comply with the terms of this Note shall not be
deemed to be a waiver of Xxxxxx's rights.
2.2 Powers and Rights Not Waived; Remedies Cumulative. No delay or
failure on the part of Lender in the exercise of any power or
right shall operate as a waiver thereof; nor shall any single or
partial exercise of the same preclude any other or further
exercise thereof, or the exercise of any other power or right,
and the rights and remedies of Lender are cumulative to, and are
not exclusive of, any rights or remedies Lender would otherwise
have.
2.3 Costs of Collection. In the event it becomes necessary for either
party to retain legal counsel for the enforcement of this Note or
any of its terms, if successful in such enforcement by legal
proceedings or otherwise, the enforcing party shall be reimbursed
by the other party for reasonably incurred attorneys' fees and
other costs and expenses of collection.
2.4 Replacement of Note. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note and delivery of an indemnity agreement
reasonably satisfactory in form to the Company, or in the case of
mutilation, on surrender and cancellation of this Note, the
Company at its expense will execute and deliver, in lieu of this
Note, a new promissory note of like tenor.
2.5 Binding on Successors. The terms of this Note shall apply to,
inure to the benefit of, and bind all parties hereto and their
successors and assigns. As used herein the term "the undersigned"
shall include the undersigned and any other person or entity who
may subsequently become liable for the payment hereof. The term
"Lender" shall include Lender as well as any other person or
entity to whom this Note or any interest in this Note is conveyed
or transferred.
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2.6 Governing Law. This Note shall be governed by and construed and
enforced in accordance with the laws of the State of California,
as such laws are applied to contracts entered into by residents
of such state and performed in such state.
2.7 Modification. This Note and any of its terms only may be changed,
waived or terminated by a written instrument signed by the party
against which enforcement of that change, waiver or termination
is sought.
2.8 Warrants. 2.12 In addition to the terms stated above, the Company
agrees to provide Buyer a warrant for 25,000 shares of the
Company's common stock. The warrants will have an exercise price
of $0.40 per share ; and have a term of three years from the date
of this Agreement. A form of the warrant is attached as Exhibit A
hereto.
COMPANY:
Intraop Medical Corporation
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Xxxxxx X. Xxxx
President & CEO
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