cellynx_ex1012.htm

EXHIBIT
10.14

    


    THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

    CELLYNX,
INC.

     

    CONVERTIBLE
PROMISSORY NOTE

     

    
    

     

    
      	$10,000.00 	
              Issue Date: October
      25, 2007

            
	 	
              Laguna Niguel,
      California

            


    

     

     

    FOR VALUE
RECEIVED, Cellynx, Inc., a California corporation (the "Company")
promises to pay to Tareq Risheq ("Investor"), or its registered assigns, in
lawful money of the United States of America, the principal sum of $10,000.00,
or such lesser amount as shall equal the outstanding principal amount hereof,
together with interest from the date of this Convertible Promissory Note ("Note") on the unpaid principal balance
at a rate equal to 4.00% per annum, computed on the basis of the
actual number of days elapsed and a year of 365 days. All unpaid principal,
together with any then unpaid and accrued interest and any other amounts payable
hereunder, shall be due and payable on the earlier of (i)
that date which is two years after the Issue Date listed above, or (ii) when,
upon or after the occurrence of an Event of Default (as defined below), such
amounts are declared due and payable by Investor or made automatically due and
payable in accordance with the terms hereof.

     

    The
following is a statement of the rights of Investor and the conditions to which
this Note is subject, and to which Investor, by the acceptance of this Note,
agrees:

     

    1.  Definitions.
As used in this Note, the following capitalized terms have the following
meanings:

     

    (a)  "Obligations" shall mean and include all loans,
advances, debts, liabilities and obligations, howsoever arising,
owed by the Company to Investor of every kind and description
(whether or not
evidenced by any note or instrument and whether or not for the payment of
money), now existing or hereafter arising under or pursuant to the terms of this
Note, including, all interest, fees, charges, expenses, attorneys' fees and
costs and accountants' fees
and costs chargeable to and payable by the Company hereunder,
in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether
or not arising after the commencement of a proceeding under Title 11 of the United States Code
(11 U. S. C. Section 101 et
seq.), as amended
from time to time (including post-petition interest) and whether or not
allowed or allowable as a claim in any such
proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  "Person" shall mean and include an individual, a
partnership, a corporation (including a business trust), a joint stock company,
a limited liability company, an unincorporated association, a joint venture or
other entity or a governmental authority.

     

    2.  Prepayment. The Company may prepay this
Note in whole or in part at any time without penalty; provided that any such
prepayment will be applied first to the payment of expenses due under this Note,
second to interest accrued on this Note and third, if the amount of prepayment
exceeds the amount of all such expenses and accrued interest, to the payment of
principal of this Note.

     

    3.  Events of Default. The occurrence of any
of the following shall constitute an "Event of
Default" under this Note:

     

    (a)  Failure
to Pay. The Company shall fail to pay (1) when due any principal or
interest payment on the due date hereunder or (ii) any other payment required
under the terms of this Note on the date due and such payment shall
not have been made within five days of the Company's receipt of Investor's
written notice to the Company of such failure to pay;

     

    (b)  Voluntary
Bankruptcy or Insolvency Proceedings. The Company shall (1) apply for or
consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be unable, or admit
in writing its inability, to pay its debts generally as they mature, (iii) make
a general assignment for the benefit of its or any of its creditors, (iv) be
dissolved or liquidated, (v) become insolvent (as such term may be defined or
interpreted under any applicable statute), (vi) commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in. effect or consent to any such relief or to the
appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it, or (vii) take any
action for the purpose of effecting any of the foregoing; or

     

    (c)  Involuntary Bankruptcy or
Insolvency Proceedings. Proceedings for the appointment of a
receiver, trustee, liquidator or custodian of the Company or of all or a
substantial part of the property thereof, or an involuntary case or other
proceedings seeking liquidation, reorganization or other relief with respect to
the Company or the debts thereof wider any bankruptcy, insolvency or other
similar law now or hereafter in effect shall be commenced and an order for
relief entered or such proceeding shall not be dismissed or discharged within 30
days of commencement.

     

    4.  Rights of Investor upon Default. Upon
the occurrence or existence of any Event of Default described in Section 3(a) and at any time thereafter during
the continuance of such Event of Default, Investor may, by written notice to the
Company, declare all outstanding Obligations payable by the Company hereunder to
be immediately due and payable without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived. Upon the
occurrence or existence of any Event of Default described in Sections 3(b) and 3(c), immediately and without
notice, all outstanding Obligations payable by the Company hereunder shall
automatically become immediately due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived. In addition to the foregoing remedies, upon the occurrence
or existence of any Event of Default, Investor may exercise any other right
power or remedy granted to it by law, either by suit in equity or by action at
law, or both.

     

    
      
        
        

      

      
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    5.  Conversion.

     

    (a)  Optional
Conversion; Number of Shares Issuable Upon Conversion. All or a portion
of the outstanding principal amount of and all accrued interest under this Note
shall be convertible at the option of the Investor into that number of shares of
the Company's Common Stock as is determined by dividing the principal amount and
accrued interest on the date of conversion by $0.10 per share (adjusted to
reflect subsequent stock dividends, stock splits, combinations or
recapitalizations).

     

    (b)  Conversion
Procedure. Before Investor shall be entitled to convert this Note into
shares of Common Stock under this Section
5, the Investor shall, at the request of the Company, execute and deliver
to the Company a common stock purchase agreement reasonably acceptable to the
Company containing customary representations and warranties and transfer
restrictions (including a 180-day lock-up agreement in connection with an
initial public offering). In addition, before Investor shall be entitled to
convert this Note into shares of Common Stock under this Section 5, it shall
surrender this Note, duly endorsed, at the office of the Company and shall give
written notice to the Company at its principal corporate office, of the election
to convert the same pursuant to this Section
5, and shall state therein the amount of the unpaid principal amount of
this Note to be converted and the name or names in which the certificate or
certificates for shares of Common Stock are to be issued. If this Note has been
lost, stolen, destroyed or mutilated, then, in the case of loss, theft or
destruction, the Holder shall deliver an indemnity agreement reasonably
satisfactory in form and substance to the Company or, in the case of mutilation,
the Holder shall surrender and cancel this Note. The Company shall, as soon as
practicable thereafter, issue and deliver at such office to Investor a
certificate or certificates for the number of shares of Common Stock to which
Investor shall be entitled upon conversion (bearing such legends as are required
by the common stock purchase agreement, and applicable state and federal
securities laws in the opinion
of counsel to the Company), together with a replacement Note (if any
principal amount is not converted) and any other securities and property to
which Investor is entitled upon such conversion under the terms of this Note,
including a check payable to Investor for any cash amounts payable as described
in Section 5(c). The conversion shall be
deemed to have been made immediately prior to the close of business on the date
of the surrender of this Note, and the Person or Persons
entitled to receive the shares of Common Stock upon such conversion shall
be treated for all purposes as the record Investor or Investors of such shares
of Common Stock as of such date.

     

    (c)  Fractional
Shares; Interest; Effect  of Conversion. No fractional shares
shall be issued upon conversion of this Note. In lieu of the Company issuing any
fractional shares to Investor upon the conversion of this Note, the Company
shall pay to Investor an amount equal to the product
obtained by multiplying the conversion price by the fraction of a share not
issued pursuant to the previous sentence. Upon conversion of this Note in full
and the payment of any amounts specified in this Section 5(c), the Company shall be forever
released from all its obligations and liabilities under this Note.

     

    
      
        
        

      

      
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    6.  Successors and Assigns. Subject to the
restrictions on transfer described in Sections 8 and 9 below, the rights and obligations of
the Company and Investor shall be binding upon and benefit the successors,
assigns, heirs, administrators and transferees of the
parties.

     

    7.  Waiver and Amendment. Any provision of
this Note may be amended, waived or modified upon the written consent of the
Company and the Investor.

     

    8.  Market Stand-Off Covenant. Investor
hereby agrees that it will not, without the prior written consent of the
managing underwriter, during the period commencing on the date of the final
prospectus relating to the Company's initial public offering and ending on the
date specified by the Company and the managing underwriter (such period not to
exceed one hundred eighty (180) calendar days) (i) lend, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any securities of the
Company, whether now owned or hereafter acquired, or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any securities of the Company, whether now
owned or hereafter acquired, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of securities, in cash or
otherwise. The foregoing covenants shall apply only to the Company's initial
public offering of equity securities, shall not apply to the sale of any shares
by Investor to an underwriter pursuant to an underwriting agreement. Investor
agrees to execute an agreement(s) reflecting (i) and (ii) above as may be
requested by the managing underwriters at the time of the initial public
offering, and further agrees that the Company may impose stop transfer
instructions with its transfer agent in order to enforce the covenants in (i)
and (ii) above. The underwriters in connection with the Company's initial public
offering are intended third party beneficiaries of the covenants in this Section 8 and
shall have the right, power and authority to enforce such covenants as
though they were a party hereto.

     

    9.  Assignment. Neither this Note nor any of
the rights, interests or obligations hereunder may be assigned, by operation of
law or otherwise, in whole or in part, by the Company or the Investor without
the prior written consent of the other party.

     

    10.  Notices.
All
notices, requests, demands, consents, instructions or other communications
required or permitted hereunder shall in
writing and faxed, mailed or delivered to each party at the following
addresses, or at such other address(es) or facsimile number(s)
as the Company or Investor shall have furnished to the other in
writing:

     

    
      	
              If to
      Company: 

            	27795 Country Lane,
      Suite B1 
	 	Laguna Niguel,
      California 92677 

              Attention:
      President

              Telephone:
      (949) 305-5389 

              Facsimile:
      (949) 305-5718 

            
	 	 
	If to
      Investor:   	Tareq
      Risheq 
	 	27795 Country Lane,
      Suite B1 

              Laguna
      Niguel, California 92677 

              Telephone:
      (949) 305-5389

              Facsimile:
      (949) 305-5718 

            


    

     

     

    
      
        
        

      

      
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    All
such notices and communications will be deemed effectively given the earlier of
(i) when received,
(ii) when delivered personally, (iii) one business day after being delivered by
facsimile (with receipt of appropriate confirmation), (iv) one business
day
after
being deposited with an overnight
courier service of recognized standing or (v) four days after being deposited in
the
U.S.
mail,
first class with postage prepaid.

     

    11.  Usury. In the event any interest is paid
on this Note which is deemed to be in excess of the then legal maximum rate, then
that portion of the interest payment representing an amount in
excess of the then
legal maximum rate shall be deemed a payment of principal and applied against
the principal of this
Note.

     

    12.  Waivers. The Company hereby waives
notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor and all other notices or demands relative to this
instrument.

     

    13.  Governing Law. This Note and all actions
arising out of or in connection with this Note shall be governed by and
construed in accordance with the laws of the State of California, without regard
to the conflicts of law provisions of the State of California, or of any other
state.

     

    (Signature
Page Follows)

     

     

     

    
      
        
        

      

      
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    The
Company has caused this Convertible Promissory Note to be issued as of the date
first
written above.

     

     

    
      	 	

              CELLYNX,
      INC.

              a
      California corporation 

            
	 	 
	 	By:       /s/
      Tareq
      Risheq                       
      
	 	 
	 	Name:  Tareq
      Risheq                             
      
	 	 
	 	Title:    CEO                                            
      
	 	 


    

     

     

     

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