Corgenix Medical Corporation Convertible Promissory Note with Genesis Bioventures Inc.

Summary

Corgenix Medical Corporation has issued a $500,000 convertible promissory note to Genesis Bioventures Inc. If a related merger closes, no interest is due; if not, interest accrues at the prime rate and repayment is made in four semi-annual installments. The lender may convert the note into Corgenix common stock at specified prices, depending on the reason the merger does not close. The note includes provisions for prepayment, default, and legal remedies, and is subject to certain terms of a referenced merger agreement.

EX-4.2 5 doc4.txt FORM OF CORGENIX NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISTRIBUTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS. CORGENIX MEDICAL CORPORATION CONVERTIBLE PROMISSORY NOTE $500,000 March 12, 2004 Westminster, CO FOR VALUE RECEIVED, Corgenix Medical Corporation, a Nevada corporation ("Borrower"), promises to pay to Genesis Bioventures Inc., with an address at -------- 1A-3033 King George Highway, Surrey, BCV, Canada V4P 1B8 ("Lender") the ------ principal sum of FIVE HUNDRED THOUSAND Dollars ($500,000) together with all accrued and unpaid interest thereon as set forth herein. Notwithstanding any other provision hereof, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. Both principal and interest are payable in lawful money of the United States of America to Lender at the address above indicated. All payments shall be applied first to costs of collection, if any, then to accrued and unpaid interest, and thereafter to principal. Except as otherwise stated herein, Borrower, for itself and its successors and assigns, hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance or endorsement of this Note. This Note is subject to the following additional provisions: 1. Reference to Certain Merger Agreement. For certain provisions ----------------------------------------- hereof, reference is made to the terms of an Agreement and Plan of Merger among Borrower, Lender and GBI Acquisition Corporation dated as of March 12, 2004 (the "Merger Agreement"). Capitalized terms used herein and not defined shall have the meanings set forth in the Merger Agreement. 2. Payment of Principal and Interest. ------------------------------------- (a) Period of No Interest Accrual. Except as otherwise provided in --------------------------------- Section 2(b) below, no interest will accrue or be owing on the principal balance of this Note. (b) Period of Interest Accrual. If the Closing under the Merger ----------------------------- Agreement does not occur for any reason (other than an unrightful refusal to close by Borrower), interest will accrue on the unpaid principal balance of this Note (commencing from the date of termination of the Merger Agreement) at an annual simple interest rate equal to the prime rate as in effect on the date of termination of the Merger Agreement (with prime rate being as listed in the Money Rates section of the Wall Street Journal on such date). (c) Period of Demand Payment of Principal. Except as otherwise provided ------------------------------------- in Section 2(d) below, the unpaid principal balance of this Note is payable by Borrower upon written demand by Lender. (d) Period of Amortized Payment of Principal and Interest. If the ---------------------------------------------------------- 1 Closing under the Merger Agreement does not occur for any reason, the unpaid principal plus accrued interest thereon will be payable in four fully-amortized semi-annual payments, with the first payment due on October 31, 2004, and each subsequent payment due six-months thereafter, such that the final full payment of principal and accrued interest will be made on April 30, 2006. 3. Conversion Rights. ------------------ (a) Conversion Following Unrightful Refusal to Close by Borrower. If -------------------------------------------------------------- the Closing under the Merger Agreement does not occur solely due to the unrightful refusal to close by Borrower, Lender may elect to convert the unpaid principal balance of this Note (plus accrued but unpaid interest thereon, if any) into shares of common stock of Borrower, at a conversion price of $.40 per share of Borrower common stock received. Lender will provide written notice to Borrower of Lender's intent to convert pursuant to the provisions of this Section 3(a), together with the original of this Note. Borrower will issue to Lender a certificate reflecting the number of shares of Borrower common stock receivable upon such conversion within ten (10) business days of receipt of the written election to convert from Lender. The certificate for the shares of common stock received on such conversion will include a restricted securities legend reflecting the unregistered manner of issuance thereof, such legend to be substantially in the form of the restrictive legend first appearing above, together with such other securities legends (if any) as may be considered necessary and appropriate by Borrower to comply with applicable securities laws. The Note will be marked 'CANCELLED' upon issuance and delivery of the shares of common stock receivable upon such conversion. (b) Other Conversion by Borrower. If the Closing under the Merger ------------------------------- Agreement does not occur for any reason (other than an unrightful refusal to close by Borrower), Lender may elect to convert the unpaid principal balance of this Note (plus accrued but unpaid interest thereon, if any) into shares of common stock of Borrower, at a conversion price of $.568 per share of Borrower common stock received. Lender will provide written notice to Borrower of Lender's intent to convert pursuant to the provisions of this Section 3(a), together with the original of this Note. Borrower will issue to Lender a certificate reflecting the number of shares of Borrower common stock receivable upon such conversion within ten (10) business days of receipt of the written election to convert from Lender. The certificate for the shares of common stock received on such conversion will include a restricted securities legend reflecting the unregistered manner of issuance thereof, such legend to be substantially in the form of the restrictive legend first appearing above, together with such other securities legends (if any) as may be considered necessary and appropriate by Borrower to comply with applicable securities laws. The Note will be marked 'CANCELLED' upon issuance and delivery of the shares of common stock receivable upon such conversion. (c) Surrender of Note. As promptly as practicable after the ------------------- conversion of this Note pursuant to Section 3(a) or Section 3(b) hereof, Borrower at its expense will issue and deliver to Lender, upon surrender of the Note to Borrower in the manner and at the place designated by Lender, a certificate or certificates for the number of full shares of equity securities issuable upon such conversion. 4. Borrower Prepayment Right. Borrower may prepay this Note, in whole -------------------------- or in part, at any time prior to the due date for payment of principal and interest (if any) provided hereunder. 5. Default. This Note will be in default if not paid by Borrower as ------- and when provided hereunder. 6. Non-Waiver and Other Remedies. No course of dealing or delay on the ----------------------------- part of Lender in exercising any right will operate as a waiver thereof or otherwise prejudice the right of Lender. No remedy conferred hereby will be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise. In case of any Default, Borrower will reimburse Lender for its reasonable attorneys' fees incurred in connection with the enforcement of its rights hereunder. 2 7. Notices. Any notices required or permitted hereunder will be sent ------- and deemed to have been received if sent in the manner set forth in Section 15.1 of the Merger Agreement. 8. Facsimile Delivery. This Note may be executed by Borrower in ------------------- facsimile form and upon receipt by Lender of such faxed executed copy of this Note, this Note will be binding upon and enforceable by Borrower and Lender in accordance with its terms. Borrower will promptly forward to Lender an original of the facsimile signed copy of this Note that was so delivered to Lender. 9. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN -------------- ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. 10. Headings. The headings of the sections of this Note are inserted -------- for convenience only and are to not be deemed to constitute a part hereof. 11. Successors and Assigns. All of the stipulations, promises and ------------------------ agreements in this Note contained by or on behalf of Borrower are binding on the successors and assigns of Borrower, whether so expressed or not, and inure to the benefit of the permitted successors and assigns of Borrower and Lender. 12. Severability. In the event any one or more of the provisions ------------ contained in this Note is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof, and this Note will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. IN WITNESS WHEREOF, Borrower has executed this Note as of the date first above written. CORGENIX MEDICAL CORPORATION, a Nevada corporation By: /s/ Douglass T. Simpson Name: Douglass T. Simpson Title: President 3