AyurCore, Inc.
PROMISSORY NOTE
December 23, 1997
FOR VALUE RECEIVED, AyurCore, Inc., a Delaware corporation
("Borrower"), promises to pay to Michael R. Splinter and Patricia Robestoff
("Lender") the principal amount of $50,000, together with interest on the
unpaid balance thereof from the date of this Promissory Note to the date
such balance is paid, at the prime rate shown in the Western Edition of the
Wall Street Journal, plus 2% per annum. Principal and interest shall be due
and payable on demand commencing one year from the date hereof; provided,
however, that if the Company consummates an initial public offering of its
equity securities within six months from the date hereof, the unpaid
principal and accrued interest hereunder shall become due and payable on
demand commencing one year from the date of consummation of the initial
public offering.
If any one or more of the following events ("Events of Default") shall
occur:
(A) Borrower shall fail to pay any amount under this Promissory
Note when the same shall become due and payable, whether at maturity
or by acceleration or otherwise; or
(B) (i) the Borrower shall commence any action (A) under any
law relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to
the Borrower or its debts or (B) seeking appointment of a custodian,
receiver or similar official for the Borrower or any substantial part
of its property; or (ii) any action of a nature referred to above
shall be commenced against the Borrower and results in an order for
relief or is not dismissed, discharged or fully bonded within 30 days;
or (iii) there shall be commenced against the Borrower any action
seeking attachment, execution or similar process against any
substantial part of the Borrower's property, which action is not
within 30 days discharged or stayed or fully bonded; or (iv) the
Borrower shall, by act or omission, indicate its consent to or
acquiescence in any of the foregoing, without regard to the grace
periods set forth above; or (v) the Borrower shall be unable, or admit
in writing inability, to pay the Borrower's debts as they become due;
or (vi) the Borrower shall transfer or conceal its property with
intent to hinder, delay or defraud any creditors or to benefit any
class of creditors or creditors generally or shall suffer for 30 days
or longer while insolvent any lien on the Borrower's property
resulting from judicial proceedings; or
(C) the dissolution or other winding up of the Borrower;
then, in such event and at any time thereafter, if such event shall then be
continuing, Lender may, at its option upon written notice to Borrower,
declare this Promissory Note to be due and payable, whereupon (or without
the necessity for such notice in the case of any event described in
clause (i) or (ii) of paragraph (B) above) the entire balance of this
Promissory Note shall forthwith become and be due and payable.
Except as otherwise hereinabove expressly provided, Borrower hereby
waives diligence, demand, protest, presentment and all notices (whether of
nonpayment, dishonor, protest, acceleration or otherwise) and consents to
acceleration of the time of payment and to surrender, substitution or any
other action or inaction with respect to security and to forbearance and to
other indulgence, all without notice. Failure of Lender to assert any right
herein shall not be deemed a waiver thereof.
The Borrower shall have the right, at any time, to prepay without
penalty all of this Promissory Note together with accrued interest thereon.
Lender shall not assign its rights hereunder without the prior written
consent of Borrower.
This Promissory Note shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts made and to
be performed wholly within such State.
IN WITNESS WHEREOF, the Borrower has signed this Promissory Note as of
the date first written above.
AyurCore, Inc.
By: /s/ Deepa Chitre
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Deepa Chitre, M.D., CEO and President
-2-
May 26, 1998
Deepa Chitre
Chief Executive Officer
AyurCore, Inc.
1737 N. First Street, Suite 290
San Jose, California 95112
Dear Mrs. Chitre:
Reference is hereby made to that certain Promissory Note, dated as of
December 23, 1997, made by AyurCore, Inc. ("AyurCore") in favor of Michael
Splinter and Patricia Roboostoff (the "Note"). In order to facilitate
AyurCore's contemplated initial public offering (the "Offering"), the
undersigned hereby agrees that no payments shall be due or payable under
the Note prior to the first anniversary of the consummation of the Offering;
provided, however, that this agreement shall be of no further force or effect
if the Offering shall not be consummated by August 1, 1998.
/s/ Michael Splinter
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Michael Splinter
/s/ Patricia Roboostoff
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Patricia Roboostoff