ContractMacrochem Corp • June 24th, 2008 • Pharmaceutical preparations • New York
NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DUE JUNE 12, 2008 AND EXTENSION AGREEMENTAnd Extension Agreement • June 24th, 2008 • Macrochem Corp • Pharmaceutical preparations • New York
This Amendment and Extension Agreement dated as of June 12, 2008 (the “Amendment”) is by and between MacroChem Corporation, a Delaware corporation (the “Company”) and the undersigned holder (the “Holder”). Terms not otherwise defined herein which are defined in the Note shall have the same respective meanings herein as therein.
CONVERTIBLE PROMISSORY NOTEMacrochem Corp • June 24th, 2008 • Pharmaceutical preparations • New York
This promissory note (this “Note”) is one of a duly authorized issue of 12% Convertible Promissory Notes of the Borrower, in aggregate principal amount of up to Five Hundred Thousand Dollars ($500,000) (the “Promissory Notes”) issued pursuant to the Subscription Agreement dated as of the date hereof (the “Subscription Agreement”). The Promissory Notes rank equally and ratably without priority over one another. No payment, including any prepayment, shall be made hereunder unless payment, including any prepayment, is offered with respect to the other Promissory Notes in an amount which bears the same ratio to the then unpaid principal amount of such Promissory Notes as the payment made hereon bears to the then unpaid principal amount under this Note. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
