PROMISSORY NOTE

	

$200,000.00

	

As of September 9, 2014





 


CB Pharma Acquisition Corp.
(“Maker”) promises to pay to the order of Coronado
Biosciences, Inc. (“Payee”) the principal sum of Two
Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money
of the United States of America, on the terms and conditions
described below.  This Note supersedes and replaces all
outstanding notes from Maker to Payee.


1.      
Principal.
The principal balance of this Note shall be repayable on the
earlier of (i) September 9, 2015, (ii) the date on which Maker
consummates an initial public offering of its securities
(“IPO”) or (iii) the date on which Maker determines to
not proceed with such IPO.


2.      
Interest.
No interest shall accrue on the unpaid principal balance of this
Note.


3.      
Application
of Payments. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable
attorneys’ fees, then to the payment in full of any late
charges and finally to the reduction of the unpaid principal
balance of this Note.


4.      
Events of
Default. The following shall constitute Events of
Default:


(a)   Failure to
Make Required Payments.  Failure by Maker to pay the
principal of this Note within five (5) business days following the
date when due.


(b)   Voluntary
Bankruptcy, Etc.  The commencement by Maker of a
voluntary case under the Federal Bankruptcy Code, as now
constituted or hereafter amended, or any other applicable federal
or state bankruptcy, insolvency, reorganization, rehabilitation or
other similar law, or the consent by it to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for
any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as such debts become due, or the taking
of corporate action by Maker in furtherance of any of the
foregoing.


(c)   Involuntary
Bankruptcy, Etc.  The entry of a decree or order for
relief by a court having jurisdiction in the premises in respect of
maker in an involuntary case under the Federal Bankruptcy Code, as
now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days.


5.      
Remedies.


(a)   Upon the occurrence of an Event
of Default specified in Section 4(a), Payee may, by written notice
to Maker, declare this Note to be due and payable, whereupon the
principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in
the documents evidencing the same to the contrary
notwithstanding.


(b)   Upon the occurrence of an Event
of Default specified in Sections 4(b) and 4(c), the unpaid
principal balance of, and all other sums payable with regard to,
this Note shall automatically and immediately become due and
payable, in all cases without any action on the part of
Payee.


6.      
Waivers.
Maker and all endorsers and guarantors of, and sureties for, this
Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors,
defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to
Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale
under execution, or providing for any stay of execution, exemption
from civil process,


 


or extension of time for payment; and Maker
agrees that any real estate that may be levied upon pursuant to a
judgment obtained by virtue hereof, on any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any
order desired by Payee.


7.      
Unconditional
Liability. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be
unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note,
and agree that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to them or
affecting their liability hereunder.


8.      
Notices.
Any notice called for hereunder shall be deemed properly given if
(i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or
governmental express mail or delivery service providing receipted
delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the
following addresses or to such other address as either party may
designate by notice in accordance with this Section:


If to Maker:


CB Pharma
Acquisition Corp.


24 New England
Executive Park, Suite 105


Burlington, MA
01803


If to Payee:


Coronado Biosciences, Inc.


24 New England Executive Park, Suite
105


Burlington,
MA 01803


Notice shall be deemed given on the earlier of
(i) actual receipt by the receiving party, (ii) the date shown on a
telefacsimile transmission confirmation, (iii) the date on which an
e-mail transmission was received by the receiving party’s
on-line access provider (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of
delivery or dispatch by express mail or delivery
service.


9.      
Construction.
This Note shall be construed and enforced in accordance with the
domestic, internal law, but not the law of conflict of laws, of the
State of New York.



10.     Severability. Any provision
contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



 



IN WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by its Chief Executive
Officer the day and year first above written.



 

	


 

	


CB PHARMA ACQUISITION CORP.


	


 

	


 

	


 


	


 

	


By: 

	


/s/ Lindsay A. Rosenwald


	


 

	


 

	


 


	

 

	

 

	

Name:
Lindsay A. Rosenwald, M.D.


	

 

	

 

	

Title:
Chief Financial Officer