Blueprint





 






Exhibit
4.1


 



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF
ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.


 






FLUOROPHARMA MEDICAL, INC.


 



PROMISSORY NOTE


 


	
U.S.
$100,000


	
 New York, New
York 

 September
27, 2016







 



FOR VALUE RECEIVED, the undersigned,
FLUOROPHARMA MEDICAL, INC., a Nevada corporation (the "Borrower"), hereby promises to
pay to the order of Lewis Bosher or any future permitted holder of
this promissory note (the "Lender"), at the principal
office of the Lender set forth herein, or at such other place as
the holder may designate in writing to the Borrower, the principal
sum of up to ONE HUNDRED THOUSAND DOLLARS (U.S. $100,000), or such
other amount as may be outstanding hereunder, together with all
accrued but unpaid interest, in such coin or currency of the United
States of America as at the time shall be legal tender for the
payment of public and private debts and in immediately available
funds, as provided in this promissory note (the "Note").


1. Principal and Interest
Payments.


(a)           The
Company shall repay in full the entire principal balance plus
accrued interest then outstanding under this Note in cash on the
"Maturity Date" of
October 31, 2016.


(b)           Interest
on the outstanding principal balance of this Note shall accrue at a
rate of (i) five percent (5%) per annum in the event this Note is
repaid on or before the Maturity Date and (ii) fifteen percent
(15%) per annum in the event this Note is not repaid on or before
the Maturity Date. Interest on the outstanding principal balance of
the Note shall be computed on the basis of the actual number of
days elapsed and a year of three hundred and sixty (360) days and
shall be payable by the Borrower in cash.

2. Payment on Non-Business Days.
Whenever any payment to be made shall be due on a Saturday, Sunday
or a public holiday under the laws of the State of New York, such
payment may be due on the next succeeding business day and such
next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

3. Events of Default; Remedies.
The occurrence of any of the following events of default
(“Event of
Default”) shall, at the option of the Lender hereof,
make all sums of principal then remaining unpaid hereon and all
other amounts payable hereunder immediately due and payable, upon
demand, without presentment or grace period, all of which hereby
are expressly waived, except as set forth below:


3.1   
    Failure
to Pay Principal. The Borrower fails to pay any installment
of principal under this Note within ten (10) days after such
amounts are due.




 








 






 


3.2   
   Breach of
Covenant. The Borrower breaches any material covenant or
other term or condition of this Note, except for a breach of
payment, in any material respect and such breach, if subject to
cure, continues for a period of twenty (20) days after written
notice to the Borrower from the Lender.


3.3   
    Liquidation. Any dissolution,
liquidation or winding up by Borrower or a Subsidiary of a
substantial portion of their business.


3.4   
    Cessation of Operations. Any
cessation of operations by Borrower or a Subsidiary.


3.5   
  Judgments.
Any money judgment, writ or similar final process shall be entered
or made in a non-appealable adjudication against Borrower or any
Subsidiary or any of its property or other assets for more than
$250,000 in excess of the Borrower’s insurance coverage,
unless stayed vacated or satisfied within 60 days.


3.6   
    Bankruptcy.


(a)           Borrower
files any petition or action for relief under any bankruptcy,
reorganization, insolvency or moratorium law or any other law for
the relief of, or relating to, debtors, now or hereafter in effect,
or makes any assignment for the benefit of creditors or takes any
corporate action in furtherance of any of the foregoing;
and


(b)           An
involuntary petition is filed against Borrower under any bankruptcy
statute now or hereafter in effect, and such petition is not
dismissed or discharged within 60 days, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar
official) is appointed to take possession, custody or control of
any property of Borrower.

4. Replacement. Upon receipt of a
duly executed, notarized and unsecured written statement from the
Lender with respect to the loss, theft or destruction of this Note
(or any replacement hereof), and without requiring an indemnity
bond or other security, or, in the case of a mutilation of this
Note, upon surrender and cancellation of such Note, the Borrower
shall issue a new Note, of like tenor and amount, in lieu of such
lost, stolen, destroyed or mutilated Note.

5. Parties in Interest,
Transferability. This Note shall be binding upon the
Borrower and its successors and assigns and the terms hereof shall
inure to the benefit of the Lender and its successors and permitted
assigns. This Note may be transferred or sold, subject to the
provisions of Section 7 of this Note, or pledged, hypothecated or
otherwise granted as Security by the Lender.

6. Remedies, Characterizations, Other
Obligations, Breaches and Injunctive Relief. Upon an Event
of Default, the Lender shall have all the rights and remedies
contained herein. The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under
this Note, at law or in equity (including, without limitation, a
decree of specific performance and/or other injunctive relief), and
no remedy contained herein shall be deemed a waiver of compliance
with the provisions giving rise to such remedy and nothing herein
shall limit a Lender's right to pursue actual damages for any
failure by the Borrower to comply with the terms of this Note.
Amounts set forth or provided for herein with respect to payments
and the like (and the computation thereof) shall be the amounts to
be received by the Lender and shall not, except as expressly
provided herein, be subject to any other obligation of the Borrower
(or the performance thereof). The Borrower acknowledges that a
breach by it of its obligations hereunder will cause irreparable
and material harm to the Lender and that the remedy at law for any
such breach may be inadequate. Therefore the Borrower agrees that,
in the event of any such breach or threatened breach, the Lender
shall be entitled, in addition to all other available rights and
remedies, at law or in equity, to seek and obtain such equitable
relief, including but not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing
economic loss and without any bond or other security being
required.



 







 





7. Compliance with Securities
Laws. The Lender of this Note acknowledges that this Note is
being acquired solely for the Lender's own account and not as a
nominee for any other party, and for investment, and that the
Lender shall not offer, sell or otherwise dispose of this Note
other than in compliance with the laws of the United States of
America and as guided by the rules of the Securities and Exchange
Commission. This Note and any Note issued in substitution or
replacement therefore shall be stamped or imprinted with a legend
in substantially the following form:


"THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT
REQUIRED."


 

8. Borrower Waivers. Except as
otherwise specifically provided herein, the Borrower and all others
that may become liable for all or any part of the obligations
evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of this
Note, and do hereby consent to any number of renewals of extensions
of the time or payment hereof and agree that any such renewals or
extensions may be made without notice to any such persons and
without affecting their liability herein and do further consent to
the release of any person liable hereon, all without affecting the
liability of the other persons, firms or Borrower liable for the
payment of this Note, AND DO HEREBY WAIVE TRIAL BY
JURY.

(a) No delay or
omission on the part of the Lender in exercising its rights under
this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other right of the Lender, nor shall
any waiver by the Lender of any such right or rights on any one
occasion be deemed a waiver of the same right or rights on any
future occasion.

(b) THE BORROWER
ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY PREJUDGMENT REMEDY WHICH THE LENDER OR ITS SUCCESSORS OR
ASSIGNS MAY DESIRE TO USE.

9. Governing
Law. This Agreement shall be
governed by and construed in accordance with the laws of the State
of New York without giving effect to the choice of law
provisions. This Agreement shall not be interpreted or construed
with any presumption against the party causing this Note to be
drafted.




 








 





10. Notices. Any notices, demands or waivers required or
permitted to be given under the terms of this Note shall be in
writing and shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier (including
a recognized overnight delivery service) or by facsimile and shall
be effective five (5) days after being placed in the mail, if
mailed, or upon receipt, if delivered personally or by courier, or
by facsimile (if received during normal business hours), in each
case to the address of the party to receive such notice, demand or
waiver as set forth below:


If
to the Borrower:


 






FluoroPharma Medical, Inc.


8
Hillside Avenue, Suite 108


Montclair, NJ
07042


Attention: CEO and
President


Telephone No.:
(973) 744-1565


Facsimile No. (973)
744-7617


 






If to the Lender:


 


At the
address of such Lender set forth in the Company’s books and
records.


 


 



[signature page follows]


 




 








 










 



IN WITNESS WHEREOF, the Borrower has executed and delivered
this Note as of the date first written above.


 


FLUOROPHARMA
MEDICAL, INC.


 


 


 


By:                                                                           


    Name:
Thomas Tulip


    Title:
CEO


 


 


Lewis
Bosher


 


 


By:                                                                           


    Name:


    Title: