THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED
OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
CONVERTIBLE TERM NOTE
September 18, 2008
FOR VALUE RECEIVED, the undersigned, BioXcell, Inc. (“Maker”) a Massachusetts corporation with its
principal place of business in Beverly, Massachusetts promises to pay to Claude Ranoux (“Holder”), at 8
Chestnut Street, Winchester, MA 01890 or at such other place as Holder shall have designated to Maker in
writing, a principal amount equal to Ninety Six Thousand Four Hundred Sixty Two Dollars ($96,462.00) (the
“Principal Amount”) together with interest thereon as set forth below.
1) Repayment . Maker promises to pay the entire Principal Amount plus accrued and unpaid interest
thereon, and all other sums and charges due Holder hereunder on March 31, 2009 (the “Maturity
Date”). The Maturity Date is subject to acceleration as set forth below.
2) Interest . This Note shall bear interest at the rate of five percent (5%) per annum from the date
hereof. All interest shall accrue and be paid with the Principal Amount on the Maturity Date.
3) Conversion . The Principal Amount plus all accrued interest may be converted by Holder into shares of
common stock of Maker (“Shares”) at any time prior to payment upon ten (10) days advance written
notice by Holder to Maker. The conversion price shall be the fair market value of a Share. For
purposes of this Note, fair market value shall mean:
a. The average of the closing bid and asked prices of the Shares quoted in the Over-The Counter
Market Summary (if not on the NASDAQ system) or the closing price quoted o the Nasdaq
Stock Market or any exchange on which the Shares are listed, whichever is applicable, as
published in the Wall