Exhibit 10.6
NOTE EXTENSION AGREEMENT
Dated: ______ __, 2005
This Note Extension Agreement ("Agreement") is made as of _______ ___, 2005
between Phase III Medical, Inc. (formerly Corniche Group Incorporated) (the
"Company") and _________________________ (the "Lender").
1. Background. On _____________, 200__ the Lender advanced to the Company
the principal sum of $___________, which loan was evidenced by a promissory note
dated that date (the "Note"). The Note was originally due ____ days after the
date of issuance. Principal payments of $___________ have been made to date, so
that the principal sum of $_________ remains due and owing.
2. Extension. Notwithstanding the original term of the Note, and
notwithstanding any defaults prior to the date hereof, the Lender agrees that no
further payments shall be due on the Note until ___________ ___, 2005 (the
"Maturity Date"), when all principal and accrued interest shall be due and
payable. Interest on the unpaid principal amount shall be payable monthly in
arrears on the last day of each calendar month.
3. Other Modifications. Notwithstanding any interest term in the Note,
interest shall accrue from the date hereof through the Maturity Date at a rate
of ____% per annum. All interest has been paid through __________ ___, 2005. The
Lender shall have no further rights to acquire any securities of the Company by
reason of this Note and/or by reason of any default or delay in payment
hereunder. This Note shall not be deemed in default so long as payment is made
on the Maturity Date.
4. Attachment to Note. The Lender agrees to attach an original of this
Agreement to the original Note.
5. Representations by Lender. The Lender represents and warrants that it
remains the owner of the Note, and that it has never endorsed, assigned,
transferred, encumbered or otherwise disposed of the Note to any other person or
persons or to any other firm, corporation, or partnership. The Lender agrees not
to transfer the Note prior to the Maturity Date. The Lender agrees to indemnify
the Company against any loss, damage, or liability (including reasonable
attorneys' fees) resulting from or arising out of any breach of the
representations and agreements made by the Lender, including without limitation
any claims, suits, or actions by any person or entity that it is the lawful
holder or owner of the Note.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
PHASE III MEDICAL, INC.
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(Lender)
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