PROMISSORY NOTE
$_________________ Durham, North Carolina
_________, 199__
FOR VALUE RECEIVED, _____________________ ("Borrower") promises to pay
to Trimeris, Inc., a Delaware corporation ("Lender"), or order, the principal
sum of _____________ Dollars ($____________), with interest as set forth below,
both principal and interest payable in lawful money of the United States of
America, at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx Xxxxxxxx 00000, or
at such place as the legal holder hereof may designate in writing.
The principal and interest shall be due and payable as follows:
Interest shall accrue at the rate of eight percent (8%) per annum from
the date hereof up to and through the date on which all principal and
interest hereunder is paid in full. The entire aggregate unpaid
principal balance and accrued interest shall be due and payable on
_____________.
The Note may be prepaid in full or in part at any time without penalty or
premium; provided, however, that partial prepayments shall be applied first to
the payment of interest accrued to the date of such prepayment and then to the
payment of principal.
All parties to this Note, including maker and any sureties, endorsers, or
guarantors, hereby waive protest, presentment, notice of dishonor, and notice of
acceleration of maturity and agree to continue to remain bound for the payment
of principal, interest and all other sums due under this Note, notwithstanding
any change or changes by way of any extension or extensions of time for the
payment of principal and interest; and all such parties waive all and every kind
of notice of such change or changes and agree that the same may be made without
notice or consent of any of them.
As an inducement for Lender to accept from Borrower this Note and as collateral
security for the payment of any and all indebtedness and liabilities whatsoever
of Borrower to Lender evidenced by this Note, the parties hereto have executed a
certain Stock Pledge Agreement of even date herewith (the "Pledge Agreement"),
pursuant to which Xxxxxxxx has delivered, assigned and pledged to Lender and has
granted to Lender a first priority security interest in shares of common stock
of Lender owned by Borrower.
This Note is to be governed and construed in accordance with the laws of the
State of North Carolina.
IN TESTIMONY WHEREOF, the undersigned has executed this instrument under seal,
the day and year first above written.
_____________________________________ (SEAL)
__________________________
