Form of Senior Secured Convertible Notes

Exhibit 10.2

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

THIS NOTE HAS BEEN ISSUED WITH A FIVE PERCENT (5%) ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), THE CHIEF FINANCIAL OFFICER OF THE COMPANY, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THE CHIEF FINANCIAL OFFICER OF THE COMPANY MAY BE REACHED AT TELEPHONE NUMBER ###-###-####.

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.

Convertible Secured Promissory Note

Original Principal Amount: $2[          ]

Issuance Date: October [*], 2024

FOR VALUE RECEIVED, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Debtor” or “Company”), promises to pay to the order of [lender] (“Lender”), the principal sum of [          ] dollars ($[             ]) and to pay interest on the outstanding principal of this Note, in accordance with Section 2 of this Note. This Note is issued as part of a series of similar notes (collectively, the “Notes”) to be issued pursuant to the terms of that certain Purchase Agreement (the “Agreement”), dated as of October [*], 2024 (the “Agreement Date”), to the purchasers listed on the Schedule of Purchasers thereof (the “Holders”).

¹ The 5-day VWAP immediately prior to Issuance.

² The date that is three months after the date of issuance.

(i) All goods, including, without limitation, (A) all machinery, equipment, computers, furniture, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with any Debtor’s businesses and all improvements thereto; and (B) all inventory;

(ii) Intellectual Property, all awarded US, Canadian and European Union patents as listed below:

(iii) All accounts, together with all instruments, all documents of title representing any of the foregoing;

(iv) All deposit accounts and all cash (whether or not deposited in such deposit accounts);

(v) All investment property;

(vi) All supporting obligations;

(vii) All files, records, books of account, business papers, and computer programs; and

(viii) The products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(vii) above, including all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interests or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all investment property.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void or voidable by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law and solely to the extent doing so does not void or invalidate such asset, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

Upon each such default, Lender may, at its option, accelerate repayment of this Note, in which case the principal amount outstanding under this Note, all interest accrued thereon and all other amounts owing hereunder shall be due and payable immediately; provided that if there shall occur an Event of Default described in subparagraph (d), the entire unpaid balance of principal with interest accrued thereon and all other sums due under this Note shall be immediately due and payable without any action by Lender.

Upon any such default, Lender will have full recourse against any tangible or intangible assets of Debtor and may pursue any legal or equitable remedies. Lender shall have a full right of offset for any amounts due upon such a default against any amounts payable by Lender to Debtor. Lender agrees that if it seeks to foreclose on the Collateral under the Note, Lender will first provide written notice to the other Holders of its intention to do so, and all the Holders shall share in any assets of Debtor available to them on a pro rata basis, notwithstanding the order of filing of the UCC-1 financing statements with respect to the security interests.

[Signature page to Follow]

IN WITNESS WHEREOF, Debtor has executed this Note as of the date first above written.

SHUTTLE PHARMACEUTICALS HOLDINGS, INC.