EXHIBIT
10.58


 


ALLONGE


 


Note:                      Convertible
Subordinated Promissory Note dated [ORIGINAL DATE OF NOTE]  (the “Note”)


 


Borrower:               VGX Pharmaceuticals, Inc.
(the “Borrower”)


 


Holder:                   [NAME OF
HOLDER] (the “Holder”)


 


Principal


Sum:                       $ [PRINCIPAL]


 


THIS ALLONGE TO CONVERTIBLE
SUBORDINATED PROMISSORY NOTE (this “Allonge”) is made as of June        ,
2008, between the Borrower and the Holder. 
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Note.


 


WHEREAS, on  [ORIGINAL DATE OF NOTE], the Borrower issued the Note to the Holder in an aggregate
principal amount of $[###,###],
all which remains outstanding as of the date hereof; and


 


WHEREAS, the
Borrower and the Holder now wish to amend certain provisions of the Note, as
set forth herein.


 


NOW THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, hereby agree
to the following amendments to the Note:


 


1.             Section 3 of the Note titled “Conversion”
shall be amended by adding a new subsection at the end of such section as
follows:


 


“Notwithstanding
any provision to the contrary contained herein, prior to the Maturity Date or
the repayment by the Borrower of the Principal Sum, together with all accrued
but unpaid, interest and all other fees, costs and charges, if any, at the
effective time of the Merger (as defined below), 100% of the Principal Sum of $2,000,000 outstanding
immediately prior to such effective time shall automatically be converted into
that number of fully paid, validly issued and non-assessable shares of Acquiror
Common Stock (as defined below) at a conversion price per share equal average of the closing sales prices for
one share of Acquiror Common Stock as
reported on the exchange for the ten
consecutive Trading Days ending on (and including) the Trading Day prior to
public announcement of the execution of the Definitive Merger Agreement (rounded up to the nearest whole
cent). For clarity, if announcement of the execution of the Definitive Merger Agreement is made after the close of trading
on the Exchange, the calculation of the Execution Share Value shall include the
closing sales price for one 


 

















 


share
of Acquiror Common Stock as reported on
the day of announcement.   For purposes of this Note, the “Merger” shall
mean the merger transaction involving the Borrower and a third party public
company (“Acquiror”) pursuant to an agreement and plan of merger that is
currently in the process of being negotiated by the Borrower and Acquiror, as a
result of which the Borrower will [become a
wholly owned subsidiary of] Acquiror and
the holders of securities of the Borrower will receive shares of Acquiror
Common Stock.  For purposes of this Note,
“Acquiror Common Stock” shall mean the common stock of the Acquiror.  For purposes of this Note, “Trading Day”
shall mean a day on which trades occur on the exchange on which Acquiror Common
Stock is traded and for which a last sale price is reported for Acquiror Common
Stock.  Upon such conversion of the Principal Sum outstanding
immediately prior to the effective time of the Merger pursuant to this
subsection, all rights of the Holder of this Note, except the right to receive
such shares of Acquiror Common Stock as provided in and in accordance with this
subsection, shall cease and this Note shall no longer be deemed to be
outstanding.  In addition, no fractional
shares of Acquiror Common Stock shall be issued upon the conversion of this
Note.  With respect to any fraction of a
share of Acquiror Common Stock called for upon the conversion of this Note, a
cash amount equal to such fraction shall be paid to the Holder.


 


Holder hereby agrees that such Holder shall not sell or otherwise transfer or dispose Securities of the Company held by such Holder for a period not to exceed ninety (90) days following the effective date of the Close of the Merger for the first 50% of shares acquired through
conversion. Holder shall not sell or otherwise transfer or dispose Securities of the Company held by such Holder for a period not to exceed one hundred eighty (180) days following the effective date
of the Close of the Merger for the
remaining 50% of shares acquired through conversion.


 


This Allonge is
intended to be and shall remain attached to, and shall constitute an integral
part of, the Note from and after the date hereof.  Except as modified hereby, all of the terms
and provisions of the Note are hereby ratified and confirmed and, as amended by
this Allonge, shall continue in full force and effect.


 


2

















 


Intending to be
legally bound hereby, each of the undersigned have duly executed this Allonge
as of the        day of                           ,
2008.


 


 


	
   

  	
  VGX PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   J. Joseph Kim, Ph.D.

  
	
   

  	
   President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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