AMPIO PHARMACEUTICALS, INC.
FOR VALUE RECEIVED , the undersigned, AMPIO PHARMACEUTICALS, INC. , a Delaware corporation (the
“Company”), promises to pay to DMI BIOSCIENCES, INC. , a Colorado corporation, or its registered permitted assigns (the
“Holder”), the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) on the Maturity Date (as defined
below), with interest thereon as provided herein.
1. Interest. Subject to the terms and conditions hereof, the Company promises to pay interest on the principal amount of
this Note at the rate of 6.0% per annum. Interest on this Note shall accrue from the date of issuance until repayment of the
principal. Payment of all accrued interest shall be computed monthly on the basis of a 360-day year of twelve 30-day months.
Notwithstanding the foregoing provisions of this Section 1, but subject to applicable law, upon the occurrence and during the
continuance of an Event of Default (as defined below), the principal of and interest on this Note shall bear interest, from the
date of the occurrence of such Event of Default until such Event of Default is cured or waived, or until all principal and interest
(including default interest) hereunder is paid.
2. Maturity Date. The entire unpaid principal balance and accrued and unpaid interest of this Note shall be due and
payable on the earlier of: (i) the closing and receipt by the Company of debt or equity financing totaling $5 million or more, or
(ii) September 2, 2010 (in either case, the “Maturity Date”).
3. Defaults and Remedies.
(a) Event of Default. An “Event of Default” shall occur hereunder if:
(i) the Company is in default in the payment of principal or interest when due under this Note, whether at maturity or
at a date fixed for prepayment or by acceleration or otherwise, or the Company shall fail to comply with any material
provision of this Note;
(ii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of compet