Attached files
| file | filename |
|---|---|
| 8-K - Intellect Neurosciences, Inc. | v200114_8k.htm |
PROPOSAL
FOR INVESTMENT OF ADDITIONAL $150,000
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1.
Issuer:
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Intellect
Neurosciences, Inc (“Intellect”)
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2.
Purchasers:
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[
] and [ ], LLC (“Purchasers”)
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3.
Transaction Date:
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October
27, 2010
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4.
Securities Issued:
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Senior
Secured Promissory Notes, aggregate principal amount of $150,000, due on
or before October 27, 2013 (the “Notes”). Also, Intellect previously
issued to one or both of the Purchasers shares of Series B Convertible
Preferred Stock, Senior Secured Promissory Notes (the April 2010 Notes)
and Warrants to purchase shares of Intellect common stock (all of the
foregoing securities herein referred to as the “Previously Issued Equity
Securities”) and previously entered into a Security Agreement with the
Purchasers providing for a security interest in all of Intellect’s assets
as collateral for the April 2010 Notes.
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5. Aggregate
Purchase Price:
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$150,000
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6.
Interest Rate:
7.
Conversion Price:
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None
The
Notes will be convertible into shares of Intellect common stock at a price
equal to $0.0025 per common share.
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8.
Note Events of Default:
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Same
as provided in the April 2010 Notes
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9.
Security Interest:
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The
Notes shall be secured on a pari passu basis with the April 2010 Notes by
a first priority security interest in all of Intellect’s
assets
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10. Adjustment
to Conversion and Strike Price
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Intellect
confirms that the applicable conversion or strike price of the Previously
Issued Equity Securities held by the Purchasers and certain other holders
shall be adjusted to $0.0025 per common share, except that the conversion
price of previously issued and outstanding Series B Convertible Preferred
Stock held by holders other than the Purchasers is not subject to
adjustment as a result of the transactions contemplated
herein.
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The
contents hereof are not to be deemed legally binding on any of the parties
hereto. Further, any of the parties hereto may unilaterally terminate
negotiations under this Term Sheet at any time or for any reason and the
terminating party would have no liability of any kind to the other
party. Completion of any binding agreement is contingent upon all
factors considered relevant by the parties hereto, and the execution of
definitive agreements.
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PURCHASERS:
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COMPANY:
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[
]
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INTELLECT
NEUROSCIENCES, INC
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By:
____________________________
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By:
/s/ ELLIOT MAZA,
CFO
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Date:
10/27/2010
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Date:
10/27/2010
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[
]
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By:_______________________________
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Date:
10/27/2010
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