AMENDED AND RESTATED


PROMISSORY NOTE


 


Date: June 29, 2012


 $[original principal amount]


 Ada, Michigan


 


FOR VALUE RECEIVED, the undersigned, INTERLEUKIN
GENETICS, INC., a Delaware corporation, of 135 Beaver Street, 2nd Floor, Waltham, Massachusetts 02452 (the “Company”),
promises to pay to PYXIS INNOVATIONS INC., a Delaware corporation, of 7575 Fulton Street East, Ada, Michigan 49355-0001 (“Payee”),
the principal amount of [original principal amount] Dollars ($[original principal amount]) and interest on the unpaid principal
balance at the per annum rate equal to the Index Rate until maturity (adjusted on the first day of each calendar quarter to the
Index Rate in effect on the date of adjustment) and the Index Rate plus two percent (2%) (adjusted on the first day of each calendar
quarter to the Index Rate in effect on the date of adjustment) per annum after maturity. As used in this Amended and Restated Note,
“Index Rate” means the “Prime Rate” listed in the Money Rates section of the Wall Street Journal.  The
principal of this Amended and Restated Note shall be paid in full on November 30, 2012.  Accrued interest shall be paid
on the first day of each calendar quarter until the principal balance shall be paid in full.


 


Prepayments. The Company may not
prepay the principal of this Amended and Restated Note without the prior written consent of the Payee, which may be given or withheld
in the Payee’s sole discretion.


 


Default and Acceleration. Each of
the following shall be an “event of default” under this Amended and Restated Note: (1) if default occurs in the payment
of principal or interest under this Amended and Restated Note or in the payment of any other indebtedness or obligation that the
Company now or in the future owes to Payee, as and when it shall be or become due and payable; (2) if default occurs in the performance
of any other obligation to Payee under this Amended and Restated Note, the Purchase Agreement (as defined below), the Stock Purchase
Agreement dated March 5, 2003, as amended, the Stock Purchase Agreement dated August 17, 2006, as amended, or any other agreement
that has been or in the future is entered into between the Company and Payee, in each case as may be amended from time to time,
or if there occurs any other event of default under the Purchase Agreement or any such other agreement; (3) if any warranty or
representation that the Company has made to Payee in any agreement, or if any financial statement or other document given to Payee
in connection with the transactions contemplated by the Purchase Agreement, shall have been false in any material respect; (4)
if the Company dissolves, becomes insolvent, or makes an assignment for the benefit of creditors; (5) if the Company defaults in
the payment of any other material indebtedness or performance of material obligations owed to any other party or entity; or (6)
a Change of Control of the Company. Upon the occurrence of any event of default, all or any part of the indebtedness evidenced
by this Amended and Restated Note and all or any part of all other indebtedness and obligations that the Company then owes to Payee
shall, at the option of Payee, become immediately due and payable without notice or demand. If a voluntary or involuntary case
in bankruptcy, receivership or insolvency shall at any time be begun by or against the Company or if any levy, writ of attachment,
garnishment, execution or similar process shall be issued against or placed upon any property of the Company, then all such indebtedness
shall automatically become immediately due and payable. All or any part of the indebtedness evidenced by this Amended and Restated
Note also may become, or may be declared to be, immediately due and payable under the terms and conditions contained in the Purchase
Agreement or other agreement that has been or in the future is entered into between the Company and Payee upon the terms and to
the extent provided therein.


 



    	 



    	 



    

 


Change of Control” shall mean
(a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation,
(c) a merger or share exchange in which the Company is the surviving corporation but after which the stockholders of the Company
immediately prior to such merger cease to own at least 51% of the outstanding shares of the Company, (d) the sale, license, or
other transfer of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer (other than a transaction
involving primarily shares held by Payee or its affiliates) of more than 50% of the outstanding shares of the Company, whether
by tender offer, similar transaction, or newly issued stock (other than to Payee or its affiliates).


 


Purchase Agreement. This Amended
and Restated Note is given under a certain Amended and Restated Note Purchase Agreement, dated March 10, 2009 and amended on August
10, 2009, February 1, 2010, September 30, 2010 and June 29, 2012, between Payee and the Company (as may be further amended, modified
or restated, the “Purchase Agreement”), and Payee shall have all of the rights and powers set forth in the Purchase
Agreement as though they were set forth fully in this Amended and Restated Note.


 


Conversion. Payee has the right,
at its option, at any time before the payment in full of this Amended and Restated Note, to convert a portion or all of the balance
of this Amended and Restated Note into fully paid and nonassessable common stock of the Company. The number of shares of common
stock into which the balance of this Amended and Restated Note may be converted (“Conversion Shares”) shall
be determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion,
by $5.6783 (the “Conversion Price”). The Conversion Price is subject to adjustment as follows: if the Company
(1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides its outstanding shares
of Common Stock into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares;
(4) makes a distribution on its Common Stock in shares of its capital stock other than its Common Stock; or (5) issues by reclassification
of its Common Stock any shares of its capital stock; then the Conversion Price in effect immediately prior to such action shall
be proportionately adjusted so that the Payee may receive the aggregate number and kind of shares of capital stock of the Company
that the Payee would have owned immediately following such action if this Amended and Restated Note had been converted immediately
prior to such action. Each adjustment to the Conversion Price shall be effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination, or reclassification.


 


Before Payee shall be entitled to convert
some or all of the balance of this Amended and Restated Note into shares as provided above, it shall give written notice to the
Company of the election to convert, and shall state the amount of the balance to be converted. The Company shall, as soon as practicable
thereafter, issue and deliver to Payee a certificate for the number of shares of common stock to which Payee shall be entitled.
Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the Company’s
receipt of the notice from Payee, and Payee shall be treated for all purposes as the record holder of such shares of stock as of
such date.


 


No fractional shares of stock shall be issued
upon conversion of this Amended and Restated Note. In lieu of the Company issuing any fractional shares to Payee upon conversion,
the number of shares issued shall be rounded to the nearest whole number. If the entire balance of this Amended and Restated Note
is to be converted, then Payee shall surrender this Amended and Restated Note, duly endorsed, at the office of the Company. If
only a portion of the balance of this Amended and Restated Note is converted, then the balance of this Amended and Restated Note
shall be reduced by the amount converted, with the remaining balance continuing as outstanding under this Amended and Restated
Note. Upon conversion, the Company shall, at its expense, issue and deliver to Payee a certificate for the number of shares of
such stock to which Payee shall be entitled upon such conversion (bearing such legends as are required by the Stock Purchase Agreement
dated August 17, 2006, as amended), together with any other securities and property to which Payee is entitled upon such conversion
under the terms of this Amended and Restated Note.


 



    	 



    	 



    

 


In the event of: (a) any taking by the Company
of a record of holders of any class of securities of the Company for the purpose of determining holders thereof who are entitled
to receive any dividend or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock
of any class or any other securities or property, or to receive any other right; or (b) any capital reorganization, any reclassification,
or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company
to any other person or any consolidation or merger or similar change of control transaction involving the Company; or (c) any voluntary
or involuntary dissolution, liquidation, or winding up of the Company; then the Company will mail to Payee at least ten days prior
to the earliest date specified therein, a notice specifying: (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution, or right, and the amount and character of such dividend, distribution, or right; and (ii) the date
on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is
expected to become effective and the record date for determining stockholders entitled to vote thereon.


 


The Company shall, at all times, reserve
and keep available out of its authorized but unissued shares of common stock solely for the purpose of effecting the full conversion
of this Amended and Restated Note such number of its shares of common stock as shall from time to time be sufficient to effect
the conversion of this Amended and Restated Note. If at any time the number of authorized but unissued shares of common stock shall
not be sufficient to effect the conversion of the entire outstanding principal amount of this Amended and Restated Note, in addition
to such other remedies as shall be available to Payee, the Company will use its best efforts to take such corporate action as may,
in the opinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares
as shall be sufficient for such purposes.


 


Place and Application of Payments.
Each payment upon this Amended and Restated Note shall be made at Payee’s address set forth above or any other place that
Payee directs in writing. Payee shall apply any payment upon it first to any expenses (including expenses of collection) then due
and payable to Payee, then to any unpaid late charges, then to any accrued and unpaid interest under this Amended and Restated
Note and then to the unpaid principal balance. If the Company at any time owes Payee any indebtedness or obligation in addition
to the indebtedness that this Amended and Restated Note evidences, and if any indebtedness that the Company then owes to Payee
is then in default, then the Company shall not have any right to direct or designate the particular indebtedness or obligation
upon which any payment made by, or collected from, the Company or from which security shall be applied. The Company waives any
such right and agrees that Payee shall determine, in its sole discretion, the manner of application of any such payment, as between
or among such indebtedness and obligations.


 


Setoff. Payee shall have the right
at any time to set off any indebtedness that this Amended and Restated Note evidences and that is then due and payable against
any indebtedness that Payee then owes to the Company.


 


Remedies. Payee shall have all rights
and remedies that the law and any agreement of the Company provide. Any requirement of reasonable notice with respect to any sale
or other disposition of collateral shall be met if Payee sends the notice at least ten days before the date of sale or other disposition.
The Company shall reimburse Payee for any and all expenses, including reasonable attorney fees and legal expenses, that Payee pays
or incurs in protecting and enforcing the rights of and obligations to Payee under any provision of this Amended and Restated Note.


 









    	 



    	 



    

 


Waivers. A delay by Payee in the
exercise of any right or remedy shall not be considered a waiver of it. A single or partial exercise by Payee of any right or remedy
shall not preclude any other or future exercise of it or the exercise of any other right or remedy. A waiver by Payee of any default
or of any provision of this Amended and Restated Note shall not be effective unless it is in writing and signed by Payee. A waiver
of any right or remedy on one occasion shall not be a waiver of that right or remedy on any future occasion.


 


The Company waives demand for payment, presentment,
notice of dishonor and protest of this Amended and Restated Note and waives all defenses based on suretyship or impairment of collateral.
The Company consents to any extension or postponement of time of payment of this Amended and Restated Note, to any substitution,
exchange or release of all or any part of any security given to secure it, to the addition of any party to it and to the release,
discharge, waiver, modification or suspension of any rights or remedies against any person liable for the indebtedness that this
Amended and Restated Note evidences.


 


General. In this Amended and Restated
Note, “maturity” means the time when the entire remaining unpaid principal balance shall be or shall become due and
payable for any reason, including acceleration as provided above.


 


Applicable Law and Jurisdiction.
This Amended and Restated Note shall be governed by and interpreted according to the laws of the State of Michigan, without giving
effect to conflict of laws rules. The Company irrevocably agrees and consents that any action against the Company for collection
or enforcement of this Amended and Restated Note may be brought in any state or federal court that has subject matter jurisdiction
and is located in, or whose district includes, Kent County, Michigan, and that any such court shall have personal jurisdiction
and venue over the Company for purposes of the action.


 


Amendment and Restatement.  This
Amended and Restated Note amends and restates that certain Promissory Note dated [original issuance date], executed by the Company
and payable to the order of Payee in the principal amount of $[original principal amount] (the “Original Note”).  Upon
Payee’s acceptance of this Amended and Restated Note, the Original Note shall be deemed cancelled and of no further force
and effect; provided, however, that nothing in the foregoing shall be deemed to waive any outstanding accrued interest or other
amounts now due under the Original Note, which shall hereafter be deemed amounts due under this Amended and Restated Note.   By
its execution below, the Company hereby acknowledges and agrees to the amendment and restatement of the Original Note.


 


PAYEE AND THE COMPANY EACH IRREVOCABLY
AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, INCLUDING ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM OR THIRD-PARTY
CLAIM (“CLAIM”), THAT IS BASED UPON, ARISES OUT OF OR RELATES TO THIS AMENDED AND RESTATED NOTE OR THE INDEBTEDNESS
THAT IT EVIDENCES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT IS BASED UPON, ARISES OUT OF OR RELATES TO ANY ACTION OR INACTION
OF PAYEE IN CONNECTION WITH ANY ACCELERATION, ENFORCEMENT OR COLLECTION OF THIS AMENDED AND RESTATED NOTE OR SUCH INDEBTEDNESS.


 


	INTERLEUKIN GENETICS, INC.	 
	 	 
	By:	 	 
	Name:	 
	Title: