DEMAND PROMISSORY NOTE
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS SECURITY IS RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
FOR VALUE RECEIVED, TONIX PHARMACEUTICALS HOLDING CORP., a corporation organized under the laws of Nevada (the "Maker"), hereby promises to pay to ____________, or his assigns (the "Holder"), the principal sum of _________ Dollars ($_______) in lawful money of the United States, ON DEMAND.
Maker hereby promises to repay the principal amount of this Note, upon written demand therefor by the Holder, which demand cannot be made until the first anniversary after issuance. When any date on which principal is due and payable falls on a Saturday, Sunday or legal holiday, then such payment shall be due and payable on the first business day immediately following.
Prepayment of all or any part of the principal due and owing on this Note may be made on any date without any additional premium or penalty. All payments made on this Note shall be applied first to amounts other than principal which may then be due hereunder, then to the outstanding principal amount of this Note.
No delay or failure on the part of the Holder in exercising any right, privilege or option hereunder shall operate as a waiver thereof or of any event of default, nor shall any single or partial exercise of any such right, privilege or option preclude any further exercise thereof, or the exercise of any other right, privilege or option.
(a) Maker shall be responsible for all costs and expenses, including court costs and reasonable attorneys' fees incurred in connection with collection of payments due under this Note.
(b) This Note shall be governed by and interpreted in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State. Maker (a) hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and the jurisdiction of the United States District Courts in the State of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Note, or the subject matter hereof brought by Holder and (b) hereby waive and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or this Note or the subject matter hereof may not be enforced in or by such court, and (c) hereby waive in any such action, suit, or proceeding any offsets or counterclaims. Maker hereby consents to service of process by certified mail at their address set forth herein and agree that this submission to jurisdiction and this consent to service of process by mail is made for the express benefit of Holder. Final judgment against Maker in any such action, suit or proceeding shall be conclusive, and may be enforced in other jurisdictions (i) by suit, action or proceeding on the conclusive evidence of the fact and of the amount of any indebtedness or liability of Maker therein described or (ii) in any other manner provided by or pursuant to the laws of such other jurisdiction; provided, however, that Holder may at its option bring suit, or institute other judicial proceedings, against Maker or any of its assets in any state or Federal court of the United States or of any country or place where Maker or its assets may be found.
(c) All notices, consents and other communications provided for in this Note or otherwise required by law shall be in writing and may be given to or made upon the respective parties at the addresses specified below.
If to Maker:
Tonix Pharmaceuticals Holding Corp.
509 Madison Avenue, Suite 306
New York, New York 10022
Fax: (212) 923-5700
If to Holder:
Notices shall be effective upon the date of receipt; provided, however, that a notice sent by certified or registered U.S. mail, with postage prepaid, shall be presumed received no later than three (3) business days following the date of mailing. Notices may also be given by facsimile transmission to the FAX number specified in the first paragraph of this Note and shall be deemed received on the date transmitted.
(d) Time is of the essence with respect to this Note.
IN WITNESS WHEREOF, this Note has been executed and delivered by Maker on the ___ day of __________, 2013.
|Tonix Pharmaceuticals Holding Corp.|
|Name: Seth Lederman|
|Title: Chief Executive Officer|