Promissory Note and Amended & Restated Promissory Note between AspenBio, Inc. and Roger D. Hurst

Summary

AspenBio, Inc. issued a promissory note to Roger D. Hurst for $400,000, later amended and restated to $267,501. The company agrees to repay the principal plus 8% annual interest, with specific payment dates and amounts outlined. If AspenBio defaults and does not cure within 20 days of notice, the interest rate increases to 12%. The note is for business purposes only, not consumer use, and is governed by Colorado law. AspenBio may assign its obligations, but the holder needs AspenBio's consent to transfer the note.

EX-10.10 18 d95933ex10-10.txt PROMISSORY NOTE & AMENDED/RESTATED PROMISSORY NOTE EXHIBIT 10.10 PROMISSORY NOTE $400,000.00 AUGUST 7, 2000 LITTLETON, COLORADO For consideration received, AspenBio, Inc., a Colorado corporation ("Maker") promises to pay to the order of Roger D. Hurst ("Holder") in accordance with the provisions set forth below, the principal sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), together with interest thereon, compounded on the first of each month commencing on August 1, 2000, at the rate of eight percent (8%) per annum. Maker shall make one payment of Two Hundred and Sixty Thousand Dollars ($260,000.00) of principal on January 1, 2002. Maker shall make quarterly payments consisting of principal and interest on the first day of each calendar quarter, commencing with April 1, 2002 until there is no principal or interest outstanding and in accordance with the payment schedule attached hereto as Exhibit A. All amounts due pursuant to this Note shall be paid in cash or other immediately available funds to Holder in care of Maker at 8100 Southpark Way, Unit B-1, Littleton, Colorado 80120, or at such other address as may have been fixed by reasonable notice to Maker. Maker may prepay the principal amount outstanding in whole or in part at any time without penalty or premium. Any partial prepayment shall not postpone the due date of any subsequent installment unless the Holder shall otherwise agree in writing. The loan represented by this Note is solely for commercial and business purposes, and is not made in connection with a consumer transaction. The loan represented by this Note is not for personal, family, agricultural or household purposes. The loan represented by this Note is not a consumer loan within the meaning of the Uniform Consumer Credit Code ("UCCC") and accordingly the UCCC shall not apply to this Note. This Note shall be in default if Maker fails to cure, within twenty (20) days of receipt of written notice from Holder of default, its failure to make payment of principal or interest due under this Note when the same becomes due and payable. From and after the date of any such default, all principal and interest then due hereunder shall thereafter accrue interest at the rate of twelve percent (12%) per annum. If default shall occur and be continuing and Holder proceeds to enforce or pursue any legal or equitable remedies, Maker agrees to pay all expenses incurred by Holder (including reasonable attorneys' fees) incident to the enforcement of this Note. This Note and the obligations hereunder may not be assigned or transferred to any person or party by Holder without the prior written consent of Maker, which may be withheld in the sole and absolute discretion of Maker. Maker may assign or transfer its rights and obligations to any person or party at any time; provided, that any successor party shall have all rights and obligations of Maker hereunder. The parties hereto, including Maker and any guarantors, endorsers, successors, and assigns hereby waive demand, presentment, protest and notice of protest, diligence, and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and Maker agrees that Holder may extend the terms for payment or accept partial payment without discharging or releasing Maker from any of its obligations hereunder. This Note and its validity, construction, and performance shall be governed in all respects by the laws of the state of Colorado. IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and dated the day and year first above written. ASPENBIO, INC. a Colorado corporation By: --------------------------------- Roger D. Hurst, President AMENDED AND RESTATED PROMISSORY NOTE $267,501.00 APRIL 1, 2002 LITTLETON, COLORADO For consideration received, AspenBio, Inc., a Colorado corporation ("Maker") promises to pay to the order of Roger D. Hurst ("Holder") in accordance with the provisions set forth below, the principal sum of TWO HUNDRED AND SIXTY SEVEN THOUSAND FIVE HUNDRED AND ONE DOLLARS ($267,501.00), together with interest thereon at the rate of eight percent (8%) per annum. This Amended and Restated Promissory Note (the "Note") amends and restates that certain Promissory Note in the original principal amount of Four Hundred Thousand Dollars ($400,000.00) dated August 7, 2000 made by Maker in favor of Holder. Maker shall make one payment of Thirty Thousand Dollars ($30,000.00) of principal on April 30, 2002. Maker shall make a payment of principal and interest of $50,000 on April 30, 2003 and on April 30, 2004. On April 30, 2005, Maker shall make a final payment of all principal and interest outstanding under the Note. All amounts due pursuant to this Note shall be paid in cash or other immediately available funds to Holder in care of Maker at 8100 Southpark Way, Unit B-1, Littleton, Colorado 80120, or at such other address as may have been fixed by reasonable notice to Maker. Maker may prepay the principal amount outstanding in whole or in part at any time without penalty or premium. Any partial prepayment shall not postpone the due date of any subsequent installment unless the Holder shall otherwise agree in writing. The loan represented by this Note is solely for commercial and business purposes, and is not made in connection with a consumer transaction. The loan represented by this Note is not for personal, family, agricultural or household purposes. The loan represented by this Note is not a consumer loan within the meaning of the Uniform Consumer Credit Code ("UCCC") and accordingly the UCCC shall not apply to this Note. This Note shall be in default if Maker fails to cure, within twenty (20) days of receipt of written notice from Holder of default, its failure to make payment of principal or interest due under this Note when the same becomes due and payable. From and after the date of any such default, all principal and interest then due hereunder shall thereafter accrue interest at the rate of twelve percent (12%) per annum. If default shall occur and be continuing and Holder proceeds to enforce or pursue any legal or equitable remedies, Maker agrees to pay all expenses incurred by Holder (including reasonable attorneys' fees) incident to the enforcement of this Note. This Note and the obligations hereunder may not be assigned or transferred to any person or party by Holder without the prior written consent of Maker, which may be withheld in the sole and absolute discretion of Maker. Maker may assign or transfer its rights and obligations to any person or party at any time; provided, that any successor party shall have all rights and obligations of Maker hereunder. The parties hereto, including Maker and any guarantors, endorsers, successors, and assigns hereby waive demand, presentment, protest and notice of protest, diligence, and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and Maker agrees that Holder may extend the terms for payment or accept partial payment without discharging or releasing Maker from any of its obligations hereunder. This Note and its validity, construction, and performance shall be governed in all respects by the laws of the state of Colorado. IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and dated the day and year first above written. ASPENBIO, INC. a Colorado corporation By: --------------------------- Roger D. Hurst, President