Attached files
file | filename |
---|---|
S-1/A - ATOSSA THERAPEUTICS, INC. | v201544_s1a.htm |
EX-3.2 - ATOSSA THERAPEUTICS, INC. | v201544_ex3-2.htm |
EX-3.4 - ATOSSA THERAPEUTICS, INC. | v201544_ex3-4.htm |
EX-23.1 - ATOSSA THERAPEUTICS, INC. | v201544_ex23-1.htm |
EX-10.16 - ATOSSA THERAPEUTICS, INC. | v201544_ex10-16.htm |
EX-10.18 - ATOSSA THERAPEUTICS, INC. | v201544_ex10-18.htm |
EX-10.17 - ATOSSA THERAPEUTICS, INC. | v201544_ex10-17.htm |
EXHIBIT
10.19
THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENT. THE LENDER SHOULD BE AWARE THAT HE MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE
STATE SECURITIES LAWS.
PROMISSORY
NOTE – LINE OF CREDIT
This
Promissory Note Payable on Demand (the "Note") is made and effective the 3rd of
November, 2010.
BETWEEN:
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Steven C. Quay, MD, PhD
(the "Lender"), an individual with his main address located
at:
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4105 E Madison St, Suite
320
Seattle, WA 98112
AND:
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Atossa Genetics, Inc.
(the "Borrower"), a corporation organized and existing under the
laws of the State of Delaware, with its principal office located
at:
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Seattle Life Sciences
Building
1124 Columbia Street, Suite
621
Seattle, WA 98104
RECITALS
FOR VALUE
RECEIVED, Borrower
promises to pay to the order of Lender, the principal sum of up to $500,000, or
so much thereof as may be disbursed to, or for the benefit of the Borrower by
Lender as set forth below. It is the intent of the Borrower and Lender hereunder
to create a line of credit agreement between Borrower and Lender whereby
Borrower may borrow up to $500,000 hereunder from Lender. To the
extent that Borrower wishes to draw down a portion of the Note, Borrower shall
provide the Lender with at least 10 days prior written notice (the “Notice
Period”). At the end of the Notice Period, the Lender shall deliver
to the Borrower the additional principal amount, provided that the aggregate
amounts borrowed hereunder shall not exceed $500,000.
1.
|
INTEREST
& PRINCIPAL
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The
unpaid principal of this line of credit shall bear simple interest at the rate
of 10% per annum. Interest shall be calculated based on the principal balance as
may be adjusted from time to time to reflect additional advances made hereunder.
Interest on the unpaid balance of this Note shall accrue monthly but shall not
be due and payable until such time as when the principal balance of this Note
becomes due and payable. The principal balance of this Note shall be due and
payable on December 31, 2011. There shall be no penalty for early
repayment of all or any part of the principal.
2.
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SECURITY
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This Note
shall be unsecured.
Promissory
Note Line of Credit
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Page
1 of 2
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3.
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DEFAULT
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The
Borrower shall be in default of this Note on the occurrence of any of the
following events: (i) the Borrower shall fail to meet its obligation to make the
required principal or interest payments hereunder; (ii) the Borrower shall be
dissolved or liquidated; (iii) the Borrower shall make an assignment for the
benefit of creditors or shall be unable to, or shall admit in writing their
inability to pay their debts as they become due; (iv) the Borrower shall
commence any case, proceeding, or other action under any existing or future law
of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief
of debtors, or any such action shall be commenced against the undersigned; (v)
the Borrower shall suffer a receiver to be appointed for it or for any of its
property or shall suffer a garnishment, attachment, levy or
execution.
4.
|
REMEDIES
|
Upon
default of this Note, Lender may declare the entire amount due and owing
hereunder to be immediately due and payable. Lender may also use all remedies in
law and in equity to enforce and collect the amount owed under this Note.
Borrower hereby waives demand, presentment, notice of dishonor, diligence in
collecting, grace and notice of protest.
5.
|
GOVERNING
LAW
|
This Note
shall be governed by and construed in accordance with the internal laws of the
State of Washington, without reference to principles of conflict of laws or
choice of laws.
IN
WITNESS WHEREOF, the undersigned has caused this Promissory Note to be duly
executed as of the date first written above.
LENDER
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BORROWER
|
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/s/ Steven C. Quay
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/s/ Steven C.
Quay
|
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Authorized
Signature
|
Authorized
Signature
|
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Steven C. Quay, MD, PhD
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Steven C. Quay, MD, PhD,
CEO
|
|
Print
Name and Title
|
Print
Name and Title
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Promissory
Note Line of Credit
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Page
2 of 2
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