EXHIBIT 10.6.8
$375,000.00
May 12, 2009
QUICK-MED TECHNOLOGIES,
INC.
2009 SENIOR CONVERTIBLE
PROMISSORY NOTE 2
FOR VALUE RECEIVED, the undersigned, QUICK-MED
TECHNOLOGIES, INC. (the “Borrower”), promises
unconditionally to pay to the order of Michael Granito, his
successors or assigns (the “Lender”) at the
Lender’s offices at 1088 Shady Avenue, Pittsburgh,
Pennsylvania 15232, or at such other place as the Lender may from
time to time designate, the principal amount of up to Three Hundred
Seventy Five Thousand Dollars ($375,000.00) (the “Principal
Amount”) or so much thereof as is disbursed to Borrower
pursuant to this Note, together with interest on the unpaid
Principal Amount outstanding from time to time at the rate or rates
hereafter specified and any and all other sums which may be owing
to the Lender by the Borrower pursuant to this
Note. The following terms shall apply to this
Promissory Note:
1.
Receipts of Funds . Borrower acknowledges that it
received Thirty Five Thousand Dollars ($35,000) each (the
“Advance”) on the following dates – May 12 and
29, 2009, June 10, 12, and 29, 2009, July 14 and 31, 2009, and
August 12, 2009. Borrower also acknowledges that
it received the Advances of Fifty Thousand Dollars ($50,000) on
August 14, 2009, and Forty Five Thousand Dollars ($45,000) on
August 27, 2009.
2.
Interest Rate . Interest shall accrue on the
outstanding Principal Amount at the rate of eight percent (8%) per
annum. Interest shall be calculated on the basis of a
year of three hundred sixty five (365) days applied to the actual
days on which there exists an unpaid balance under this
Note.
3.
Interest Payments . The Borrower shall pay
accrued and unpaid interest on the Maturity Date, as the case may
be and as hereinafter defined, and thereafter on demand until all
sums due under this Note, whether principal, interest, or other
sums, have been paid in full.
4.
Principal . Unless sooner paid or converted, the
entire outstanding Principal Amount as well as all other sums under
this Note that remain unpaid shall be due and payable on December
31, 2010 (the “Maturity Date”); provided that, the
Borrower shall make amortized payments on the outstanding principal
plus interest during the term of this Note depending on the free
cash flow from operations in excess of anticipated cost from
operations as determined in the discretion of the Borrower’s
Board of Directors.
5.
Prepayment . Borrower may prepay any portion of
the outstanding principal amount of this Promissory Note with 30
days prior written notice.
6.
Conversion . This Note shall be convertible into
shares of Common Stock of the Borrower, on the terms and conditions
set forth in this Section 6.
(a)
Conversion Right . Subject to the provisions of
Section 6(d), at any time or times on or after the first date of
this Note, the Lender shall be entitled to convert any portion of
the outstanding and unpaid Conversion Amount (as defined below)
into validly issued, fully paid and nonassessable shares of Common
Stock in accordance with Section 7(c), at the Conversion Rate (as
defined below).
(b)
Conversion Rate . The number of shares of Common
Stock issuable upon conversion of any Conversion Amount pursuant to
Section 6(a) shall be determined by dividing (x) such Conversion
Amount by (y) the Conversion Price (the “Conversion
Rate”).
(i) “Conversion
Amount” means the portion of the Principal and interest to be
converted, redeemed or otherwise with respect to which this
determination is being made.
(ii) “Conversion
Price” means, as of any Conversion Date (as defined below),
the closing price per share of the Borrower’s common stock at
the date each Advance is received.
(iii)
Mechanics of Conversion .
(iv)
Optional Conversion . To convert any Conversion
Amount into shares of Common Stock on any date (a “Conversion
Date”), the Lender shall (A) transmit by facsimile (or
otherwise deliver), for receipt on or prior to 5:00 p.m., Pacific
Time, on such date, a copy of an executed notice of conversion in
the form attached hereto as Exhibit A (the “Conversion
Notice”) to the Borrower and (B) if required by Section
6(c)(iii), surrender this Note to a common carrier for delivery to
the Borrower as soon as practicable on or following such date (or
an indemnification undertaking with respect to this Note in the
case of its loss, theft or destruction). The Borrower
shall transmit by facsimile a confirmation of receipt of such
Conversion Notice to the Lender and the Borrower’s transfer
agent, (the “Transfer Agent”). The Transfer
Agent shall issue and deliver to the address as specified in the
Conversion Notice, a certificate or certificates, registered in the
name of the Lender or its designee, for the number of shares of
Common Stock to which the Lender shall be entitled. If
this Note is physically surrendered for conversion as required by
Section 6(c)(iii) and the outstanding Principal of this Note is
greater than the Principal portion of the Conversion Amount being
converted, then the Borrower shall as soon as practicable and in no
event later than ten (10) Business Days after receipt of this Note
and at its own expense, issue and deliver to the holder a new Note
(in accordance with Section 15(d)) representing the outstanding
Principal not converted. The Person or Persons entitled
to receive the shares of Common Stock issuable up