Exhibit 4.6


 


Form of Note


 


THIS NOTE HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


CADRENAL THERAPEUTICS, INC.


 


10% PROMISORRY NOTE


 


	Issuance Date:_______________, 2022	 	Original Principal Amount: $ ________________
	 	 	 
	Note No. _____	 	 


 


FOR VALUE
RECEIVED, Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company” or the “Maker”),
hereby promises to pay to the order of ______________________ (the “Subscriber”), or its registered assigns (together with the
Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms
hereof (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or
otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal
at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same
becomes due and payable, upon the Maturity Date or acceleration or otherwise (in each case in accordance with the terms hereof).


 


The Original
Principal Amount is____________________Dollars ($_________). For purposes hereof, the term “Outstanding Balance” means the
Original Principal Amount, as reduced or increased, as the case may be, pursuant to breach or otherwise, plus any accrued but unpaid interest,
collection and enforcements costs, and any other fees or charges incurred under this Note.


 


This Note
is being issued pursuant to the terms of a subscription agreement dated as of_____ ___, 2022 between the Maker and the Subscriber and exhibits
thereto (collectively, the “Transaction Documents”). Unless otherwise defined herein, all capitalized terms, when used
in this Note, shall have the same meaning as they are defined in the Transaction Documents.


 


		1.	GENERAL TERMS





 


(a)
Payment of Principal. The Company or the common stock of any successor in interest to the Maker (each the “Common
Stock”) as contemplated hereby, this Note, together with all accrued interest hereon at the Interest Rate, shall be due and
payable on the earlier of the Company’s completion of its IPO (as defined below) or November 30, 2023 (the “Maturity Date”)
in the event that within 12 months of the Issuance Date, the Maker shall not have consummated an initial public offering of its Common
Stock and the listing or trading of its Common Stock on a “Qualified Securities Market”, as defined below (the “IPO”).


 






     


     


    

 


(b)
Interest. Interest shall accrue from the Issuance Date on the Original Principal Amount or other outstanding Principal at
an annual rate of ten percent (10%) (the “Interest Rate”) and all accrued interest shall be fully paid on the Maturity
Date (or sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Maker in
cash.


 


		2.	EVENTS OF DEFAULT.





 


Whenever used herein,
an “Event of Default” means the occurrence and continuation of any one of the following events, whatever the reason,
and whether it shall be voluntary or involuntary, or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body:


 


(a)
The Maker’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note;
or


 


(b)
A material breach by the Company of any material representation, warranty or covenant contained in the Transaction Documents or
a material breach by the Company of any material representation, warranty or covenant contained in the Subscription Agreement, that, if
capable of cure, is not cured within 30 days from the date such breach has occurred; or


 


(c)
The Maker or any subsidiary of the Maker shall commence, or there shall be commenced against the Maker or any subsidiary of the
Maker under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker or any subsidiary
of the Maker commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker or any subsidiary
of the Maker or there is commenced against the Maker or any subsidiary of the Maker any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of ninety-one (91) days; or the Maker or any subsidiary of the Maker is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Maker or any subsidiary of the
Maker suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of ninety-one (91) days; or the Maker or any subsidiary of the Maker makes
a general assignment for the benefit of creditors; or the Maker or any subsidiary of the Maker shall fail to pay, or shall state that
it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Maker or any subsidiary of the Maker shall
call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Maker or any
subsidiary of the Maker shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the
foregoing; or any corporate or other action is taken by the Maker or any subsidiary of the Maker for the purpose of effecting any of the
foregoing.


 


		3.	PREPAYMENT. This Note may be prepaid by the Company.



 


		4.	REISSUANCE OF THIS NOTE.



 


Upon receipt
by the Maker of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, and, in the
case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Maker in customary form and, in the case of
mutilation, upon surrender and cancellation of this Note, the Maker shall execute and deliver to the Holder a new Note representing the
outstanding Principal.


 






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5. NOTICES. Any notices, consents, waivers
or other communications required or permitted to be given under the terms shall be handled according to the Notice clause in the
Subscription Agreement. The addresses for such communications shall be:


 


If to the Maker:


 


Quang Pham, CEO


Cadrenal Therapeutics, Inc.


822 A1A North, Suite 320


Ponte Vedra, Florida 32082


Email:quang.pham@cadrenal.com


 


If to the Holder:


 


 


6.
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in New York County, in the State
of New York. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.


 


7.
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


		8.	MISCELLANEOUS



 


(a)
Lawful Money; Costs of Collection. All amounts payable hereunder are payable in lawful money of the United States. The Company
agrees to pay all costs of collection when incurred, including reasonable attorneys’ fees and costs, whether or not a suit or action
is instituted to enforce this Note, including but not limited to court costs, appraisal fees, the cost of searching records, obtaining
title reports and title insurance and trustee’s fees, to the extent permitted by applicable law.


 


(b)
No Offset; Holder in Due Course. All payments under this Note made by or on behalf of the Company shall be made without
setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local
taxes. The Company waives any right of offset it now has or may hereafter have against Holder and its successors and assigns as to this
Note (but retains any such rights as to any other prior or future transaction between these parties), and agrees to make the payments
called for hereunder in accordance with the terms hereof. The holder hereof and all successors thereof shall have all the rights of a
holder in due course as provided in the Delaware Uniform Commercial Code and other laws of the State of Delaware.


 


(c)
Waivers. The Company and any endorsers, guarantors or sureties hereof severally waive presentment and demand for payment,
notice of intent to accelerate maturity, protest or notice of protest or nonpayment, bringing of suit and diligence in taking any action
to collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder; expressly agree
that this Note, or any payment hereunder, may be extended from time to time; and consent to the acceptance of further security or the
release of any security for this Note, all without in any way affecting the liability of the Company and any endorsers or guarantors hereof.
No extension of time for the payment of this Note, or any installment hereof, made by agreement by the holder hereof with any person now
or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the Company, even if the Company
(or any entity comprising the Company) is not a party to such agreement.


 






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(d)
Usury Protection. The parties hereto intend to conform strictly to the applicable usury laws. In no event, regardless of
any provisions contained therein or in any other document executed or delivered in connection herewith, shall the holder hereof ever be
deemed to have contracted for or be entitled to receive, collect or apply as interest on this Note, any amount in excess of the maximum
amount permitted by applicable law (the “Maximum Rate”). In no event, whether by reason of demand for payment, prepayment,
acceleration of the maturity hereof or otherwise, shall the interest contracted for, charged or received by the holder hereunder or otherwise
exceed the Maximum Rate. If for any circumstance whatsoever interest would otherwise be payable to the holder in excess of the maximum
lawful amount, the interest payable to the holder shall be reduced automatically to the Maximum Rate and any payment received in excess
of such amount shall be applied to the outstanding principal balance of the Note.


 


(e)
Entire Agreement. This Note, the other Transaction Documents, and all other documents and instruments contemplated hereby
and thereby together constitute the entire agreement between and among the parties pertaining to the subject matter hereof. No supplement,
modification or amendment of this Note shall be binding unless executed in writing by the parties. No waiver shall be binding unless executed
in writing by the party making the waiver. No provision of this Note shall be interpreted for or against the drafting party.


 


(f)
Commercial Purpose. The Company agrees that no funds advanced under this Note shall be used for personal, family or household
purposes, and that all funds advanced hereunder shall be used solely for business, commercial, investment or other similar purposes.


 


(g)
Successors and Assigns. All the terms and provisions of this Note shall be binding upon and inure to the benefit of the
parties to this Note and their respective successors and assigns.


 


(h)
Assignment. The Company may not, voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise,
sell, transfer, assign, hypothecate, pledge or in any way alienate this Note or any right or interest in this Note (each a “Transfer”)
without Holder’s prior written consent, which Holder may withhold in its sole and absolute discretion. Any consent by Holder to
any Transfer shall not constitute consent to any other Transfer. Holder may freely Transfer its interest, rights, or title in or to this
Note or the other Transaction Documents in Holder’s sole and absolute discretion.


 


(i)
Construction. Whenever used in this Note, the terms “including,” “include,” “includes”
and the like are not intended as terms of limitation, and, hence, shall be deemed to be followed by “without limitation.”


 


(j)
Severability. If any provision of this Note, as applied to any party or to any circumstance, shall be found by a court of
competent jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Note, the application
of any such provision in any other circumstance, or the validity or enforceability of this Note, and any provision which is found to be
void, invalid or unenforceable shall be curtailed and limited only to the extent necessary to bring such provision within the requirements
of the law.


 


(k)
Survival of Terms. The terms and provisions of this Note shall survive the Maturity Date until full payment of all amounts
due hereunder.


 


(l)
Preferential Payment. If at any time any payment made pursuant to this Note is deemed to have been a voidable preference,
fraudulent conveyance or other similar conveyance or preferential payment under any bankruptcy, insolvency or other debtor relief or similar
law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return of this Note to the
Company and shall not be discharged or satisfied with any such payment or cancellation. Such payment shall instead remain a valid and
binding obligation enforceable in accordance with the terms of this Note and shall be immediately due and payable.


 






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(m) Relief
From Stay. As an additional inducement to and material consideration for Holder agreeing to execute this this Note and the other
Transaction Documents, the Company agrees that in the event a Bankruptcy or Judicial Action (as hereinafter defined in this Section
8(n)) is commenced which subjects Holder to any stay in the exercise of Holder’s rights and remedies under this Note or the
other Transaction Documents, including, but not limited to, the automatic stay imposed by Section 362 of the United States Bankruptcy
Code (individually and collectively, “Stay”), then the Company irrevocably consents and agrees that such Stay shall
automatically be lifted and released against Holder, and Holder shall thereafter be entitled to exercise all of its rights and remedies
against the Company that is or could be subject any Stay under this Note or the other Transaction Documents. Nothing contained herein
shall limit or prevent Holder from exercising all of its rights and remedies against the Company that is not the subject any Stay under
this Note or the other Transaction Documents. The Company acknowledges that it is knowingly, voluntarily, and intentionally waiving its
rights to any Stay and agrees that the benefits provided to the Company under the terms of this Note are valuable consideration for such
waiver. As used in this Section 8(n), the term “Bankruptcy or Judicial Action” shall mean any voluntary or
involuntary case filed by or against the Company under the United States Bankruptcy Code, or any voluntary or involuntary petition in
composition, readjustment, liquidation, or dissolution, or any state and federal bankruptcy law action filed by or against the Company,
any action where a the Company is adjudicated as bankrupt or insolvent, any action for dissolution of the Company, or any action in furtherance
of any of the foregoing, or any other action, case, or proceeding that has the effect of staying (or in which a stay is being obtained
against) the enforcement by Holder of its rights and remedies under the this Note or the other Transaction Documents.


 


Except to enforce the terms of the
Transaction Documents, the Company shall not take any action and shall not fail to take any action which such action or omission will
or might tend to interfere with, delay, enjoin or otherwise prohibit the commencement, continuation or completion of efforts by Holder
to enforce its remedies under this Note or the other Transaction Documents, or applicable law. Without limiting the generality of the
foregoing and except to enforce the terms of the Transaction Documents, the Company waives its right, if any, to seek or obtain a stay,
injunction or other form of order prohibiting in any way any act necessary or appropriate for the commencement or completion of Holder’s
enforcement of its remedies under the this Note or the other Transaction Documents, or applicable law (without limiting the generality
of the foregoing, such waiver extends to such rights which may exist under any statute or rule relating to bankruptcy cases, including,
without limitation, 11 U.S.C. § 105, 11 U.S.C. § 301, 11 U.S.C. § 302, 11 U.S.C. § 303, 11 U.S.C. § 304, 11 U.S.C.
§ 362, 11 U.S.C. § 348, 11 U.S.C. § 706, 28 U.S.C. § 157, 28 U.S.C. § 158, Federal Rule of bankruptcy Procedure
(“FRBP”) 3007, FRBP 3008, FRBP 3012, FRBP 8005, FRBP 9023, FRBP 9024, or FRBP 9029).


 


9.
AMENDMENT AND WAIVER OF RIGHTS. This Note may be amended and the observance of any term hereof may be waived (either generally
or in a particular instance either retroactively or prospectively) only by a written instrument executed by the Maker and the Holder.


 


		10.	WAIVER OF RIGHT TO TRIAL BY JURY.



 


EACH PARTY TO THIS NOTE HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE, THE OTHER TRANSACTION
DOCUMENTS, OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH, OR (2) IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT,
DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. THE PARTIES HERETO HEREBY AGREE THAT
THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM’S-LENGTH BASIS, WITH BOTH SIDES AGREEING TO THE SAME KNOWINGLY
AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS NOTE
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE
EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER.


 






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IN WITNESS WHEREOF, each of the Maker
has caused this Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	Cadrenal Therapeutics, Inc.
	 	 
	 	By:	 
	 	Name: 	 Quang Pham
	 	Title:	 Chief Executive Officer



 


Note No. [   ]


 


 


6