cellynx_ex1013.htm

EXHIBIT
10.13

    


    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 Daniel Ash ("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.

     

    (c)  "Securities Act" shall mean the
Securities Act of 1933, as amended.

     

    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 (i) 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 (i) 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 under 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
dale.

     

    (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.

     

    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.

     

    
      
        
        

      

      
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    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) (1) 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 (1) 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:   	Daniel
  Ash
	 	
                  27821
      Trellis Way

                  Laguna
      Niguel, California 92677 

                  Telephone:
      _______________

                  Facsimile:
      _______________

                


        

         

      

    

    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.

     

    
      
        
        

      

      
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    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 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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    EXHIBIT
A

     

    INVESTMENT
REPRESENTATION STATEMENT

     

    
    

     

    
      	PURCHASER 	Daniel
      Ash 
	 	 
	COMPANY 	Cellynx,
      Inc. 
	 	 
	SECURITY 	Common
      Stock 
	 	 
	AMOUNT 	150,000
      shares 
	 	 
	DATE	     
      March 27, 2007    


    

     

      
        

      

    

     

    In
connection with the purchase of the above-listed shares, I, the undersigned
purchaser, represent to the Company as follows:

     

    1.    The Company may
rely on these representations. I understand that the Company's sale of
the shares to
me has not been registered under the Securities Act of 1933, as amended (the
"Securities
Act"), because the Company believes, relying in part on my
representations in this document, that an exemption from such registration
requirement is available for such sale. I understand that the availability of
this exemption depends upon the representations I am making to the Company in
this document being true and correct.

     

    2.   I am purchasing for
investment. I am purchasing the shares solely for investment purposes,
and not
for further distribution. My entire legal and beneficial ownership interest in
the shares is being purchased and shall be held solely for my account, except to
the extent I intend to hold the shares jointly with my spouse. I am not a party
to, and do not
presently intend to enter into, any contract or other arrangement with
any other person or entity involving the resale, transfer, grant of
participation with respect to or other distribution of any of the shares. My
investment intent is not limited to my present intention to hold the shares for
the minimum capital gains period specified under any applicable tax law, for a
deferred sale, for a specified increase or decrease in the market price of the
shares, or for any other fixed period in the future.

     

    3.  I can protect my own
interests. I can properly evaluate the merits and risks of an investment
in the
shares and can protect my own interests in this regard, whether by reason of my
own business and financial expertise, the business and financial expertise of
certain professional advisors unaffiliated with the Company with whom I have
consulted, or my preexisting business or personal relationship with the Company
or any of its officers, directors or controlling persons.

     

    4.  I am informed about
the Company. I am sufficiently aware of the Company's business affairs
and
financial condition to reach an informed and knowledgeable decision to acquire
the shares. I have had opportunity to discuss the plans, operations and
financial condition of the Company with its officers, directors or controlling
persons, and have received all information I deem appropriate for assessing the
risk of an investment in the shares.

     

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

       

    

    5.   I
recognize my economic risk I realize that the purchase of the shares
involves a high degree of risk,
and that the Company's future prospects are uncertain. I am able to hold the
shares indefinitely if required, and am able to bear the loss of my entire
investment in the shares.

     

    6.   I know that the
shares are restricted securities. I understand that the shares
are "restricted securities"
in that the Company's sale of the shares to me has not been registered under the
Securities Act in reliance upon an exemption for non-public offerings. In this
regard, I also understand and agree that:

     

    A.    I must
hold the shares indefinitely, unless any subsequent proposed resale by me is
registered
under the Securities Act, or unless an exemption from registration is otherwise
available (such as Rule 144);

     

    B.    the
Company is under no obligation to register any subsequent proposed resale of the
shares by me;
and

     

    C.    the
certificate evidencing the shares will be imprinted with a legend which
prohibits the
transfer of the shares unless such transfer is registered or such registration
is not required in the opinion of counsel for the Company.

     

    7.   I am familiar
with Rule 144. I am familiar with Rule 144 adopted under the Securities
Act, which in
some circumstances permits limited
public resales of "restricted securities" like the
shares acquired from an issuer in a non-public offering. I understand that my
ability to sell the shares under Rule 144 in the future is uncertain, and will
depend upon, among other things: (i) the availability of certain current public
information about the Company; (ii) the resale occurring more than one year
after my purchase and full payment (within the meaning of Rule 144) for the
shares; and (iii) if I am an affiliate of the Company, or a non-affiliate who
has held the shares less than two years after my purchase and full payment: (A)
the sale being made through a broker in an unsolicited "broker's transaction" or
in transactions directly with a market maker, as said term is defined wider the
Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold
during any three-month period not exceeding the specified limitations stated in
Rule 144, and (C) timely filing of a notice of proposed sale on Form 144, if
applicable.

     

    8.   I
know that Ride 144 may never be available. I understand that the
requirements of Rule 144 may never
be met, and that the shares may never be saleable. I further understand that at
the time I wish to sell the shares, there may be no public market for the
Company's stock upon
which to make such a
sale, or the current public information requirements of Rule 144 may not
be satisfied, either of which would preclude me from selling the shares under
Rule 144 even if the one-year minimum holding period had been
satisfied.

     

    9.   I know that I am
subject to further restrictions on resale. I understand that in the
event Rule 144 is
not available to me, any future proposed sale of any of the shares by me will
not be possible without prior registration under the Securities Act, compliance
with some other registration exemption (which may or may not be available), or
each
of the following: (i) my written notice to the Company containing
detailed information regarding the proposed sale, (ii) my providing an opinion
of my counsel to the effect that such sale will not require registration, and
(iii) the Company notifying me in writing that its counsel concurs in such
opinion. I understand that neither the Company nor its counsel is obligated to
provide me with any such opinion. I understand that although Rule 144 is not
exclusive, the Staff of the SEC has stated that persons proposing to sell
private placement securities other than in a registered offering or pursuant to
Rule 144 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

     

    
      
         

      

      
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    10.   I know that I may
have tax liability due to the uncertain value of the shares. 1 understand
that the Board of Directors believes its
valuation of the shares represents a
fair appraisal of their worth, but that it remains possible that,
with the benefit of hindsight, the Internal Revenue Service
may successfully assert that the value of the shares on the date of
my purchase is substantially greater than the Board's appraisal. I understand
that any additional value ascribed to the shares by such an IRS determination
will constitute ordinary
income to me as of the purchase date, and that any additional taxes and interest due as
a result will be my sole responsibility
payable only by me, and that the Company need not and will not reimburse me for
that tax liability. I
understand that if such additional value represents more than 25% of my gross
income for the
year in which
the value of the shares is taxable, the IRS will have 6 years from the due date
for filing the return (or the actual
filing date of the return if filed thereafter) within which to assess me the
additional tax and interest
due.

     

    11.   Residence.
The address of my principal residence is set forth on the signature page
below.

     

    By
signing below, I acknowledge my agreement with each of the statements
contained in this Investment Representation Statement as of the date first set
forth above, and my intent for the Company to rely on such statements in issuing
the shares to me.

     

     

    
    

     

    
      	 	       
               /s/ Daniel
      Ash                              
       
	 	Purchaser's
      Signature 
	 	 
	 	Daniel
      Ash                                                       
      
	 	Print
      Name 


    

     

     

    Address
of Purchaser's Principal Residence:

     

    271321
Trellis Way

    Laguna
Niguel, California 92677

     

     

    A-3