Demand Convertible Promissory Note dated June 11, 2020 to Richard Greenberg
DEMAND CONVERTIBLE PROMISSORY NOTE
June 11, 2020
FOR VALUE RECEIVED, the undersigned, Nexien BioPharma, Inc., a Delaware corporation (the “Maker”), promises to pay to the order of Richard Greenberg, an individual residing in Colorado (“Payee”), on demand, the principal amount owed to Payee at the time of the demand, up to but not more than Twenty-Five Thousand and No/100s Dollars ($25,000.00), together with interest accruing in arrears on the unpaid principal balance from the date(s) Payee has disbursed such funds to Maker, at the rate of five percent (5%) per annum. Interest shall be computed hereunder on the basis of a 365-day year for the actual number of days elapsed. All amounts payable hereunder are payable in lawful money of the United States of America in immediately available funds. All payments shall be applied first to interest and then to the oldest principal indebtedness owed to Payee.
Conversion. At any time, Payee shall have the option to convert all or any part of the unpaid principal balance and accrued interest of this promissory note (the “Note”) into unregistered shares of Maker’s common stock (the “Shares”) on the terms and conditions set forth below (the “Conversion Option”).
(a) Upon conversion, the number of Shares that shall be issued by Maker shall equal the number derived by dividing: (i) the sum of the Note principal and accrued interest to be converted by (ii) the lesser of (A) $0.014, being the closing price of Maker’s common stock as of this date or (B) the volume-weighted average price of Maker’s common stock over the ten (10) trading days immediately preceding Maker’s receipt of the Notice of Conversion (defined below).
(b) To exercise the Conversion Option, Payee shall surrender this Note to the Maker, accompanied by written notice of Payee’s intention to exercise the Conversion Option (the “Notice of Conversion”). Within ten (10) business days of Maker’s receipt of the Notice of Conversion and Payee’s surrender of this Note, the Maker shall deliver an electronic or physical certificate representing the Shares to Payee, registered in the name of Payee or Payee’s designee. Interest shall cease to accrue under this Note upon Maker’s receipt of such Notice of Conversion. When delivered, the Shares shall be duly authorized, validly issued, fully paid, and nonassessable. Maker shall take all action necessary to maintain the required authority to issue the Shares to Payee in the event Payee exercises the Conversion Option.
Default. If Maker shall fail to perform any of the terms, agreements, covenants, or conditions contained in this Note for a period of ten (10) days after the giving of written notice from Payee to Maker, the entire unpaid balance of this Note, including principal and accrued interest, shall, at the election of Payee, and without further notice of such election, become immediately due and payable; and the entire principal balance and accrued interest, in the event of acceleration, shall bear interest thereafter at the rate of eighteen percent (18%) per annum until paid in full. In addition, Payee shall have the right to specifically enforce its right to exercise the Option to convert this Note to Shares as set forth above. Notwithstanding anything hereinabove to the contrary, if the interest payable as provided hereinabove at any time shall exceed the maximum lawful rate of interest under the laws of the State of Colorado, the excess shall be applied to and considered as payment of principal.
Attorneys’ Fees. Maker agrees to reimburse Payee for all reasonable costs and expenses, including attorneys’ fees and court costs, incurred to enforce this Note.
Waiver. Maker, and all others now or hereafter obligated hereon, whether primarily or secondarily, hereby waive presentment, demand for payment, protest for nonpayment, notice of dishonor, diligence in collection, and all other indulgences.
Prepayment Right. Maker shall have the right to pre-pay this Note at any time, without penalty.
Colorado Law. This Note shall be governed by and interpreted in accordance with the laws of the State of Colorado.
General Provisions. This Note may not be amended, modified, or changed, nor shall any waiver of any provision hereof be effective, except only by an instrument in writing and signed by the party against whom enforcement of any waiver, amendment, change, modification, or discharge is sought.
Severability. If any provision of this Note shall be deemed invalid or unenforceable by a court of competent jurisdiction, it shall be modified by said court to the extent necessary to make it valid and enforceable, and shall be valid and enforceable to the extent so modified.
Assignment. This Note, and the rights and obligations hereunder, are freely assignable by Payee, but are not assignable by Maker without the prior written consent of Payee.
Successors. Whenever used herein, the words “Maker” and “Payee” shall be deemed to include their respective successors and permitted assigns.
|Nexien BioPharma, Inc.|
|a Delaware corporation:|
|By:||/s/ Evan Wasoff|
|Evan Wasoff, Chief Financial Officer|