$500,000
REVOLVING CREDIT AGREEMENT
between
HYDROGEL DESIGN SYSTEMS, INC.
and
EMBRYO DEVELOPMENT CORPORATION
Dated January__, 1997
REVOLVING CREDIT AGREEMENT
THIS AGREEMENT is made as of January___, 1997, by and between
Hydrogel Design Systems, Inc., a Delaware corporation (the "Borrower"),
and Embryo Development Corporation, a Delaware corporation (the
"Lender").
SECTION 1. DEFINITIONS
-----------
1.1 Definitions. As used in this Agreement, the following terms
have the respective meanings set forth below:
"Affiliate" of a Person shall mean any Person controlling,
controlled by, or under common control with, such person.
"Bankruptcy Law" shall mean Title 11 of the U.S. Code, as in effect
from time to time, or any similar Federal or state law for the relief of
debtors.
"Borrowing Date" shall mean the date of any borrowing by the
Borrower pursuant hereto.
"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks are authorized or required by law to
close in New York City.
"Custodian" shall have the meaning assigned to it in Section 7.1.
"Debt" shall mean any indebtedness, contingent or otherwise, of the
Borrower, including, without limitation, (i) indebtedness evidenced by
guarantees or in effect guarantees by the Borrower of Debt of any other
Person, (ii) indebtedness evidenced by notes, debentures, bonds or
similar instruments or letters of credit, (iii) indebtedness representing
the deferred and unpaid balance of the purchase price of any property or
interest therein and obligations of the Borrower under any agreement to
lease, or lease of, any real or personal property in each case which, in
accordance with generally accepted accounting principles then in effect,
appears as a liability upon a balance sheet of the Borrower, and (iv)
obligations of the Borrower under interest rate swaps, caps, collars,
calls and similar arrangements, and foreign currency xxxxxx entered into
in respect of any indebtedness or obligations.
"Default" shall mean any event which, with the giving of notice or
lapse of time or both, would constitute an Event of Default.
"Event of Default" shall have the meaning assigned to it in Section
7.1.
"Governmental or Regulatory Body" shall mean any government or
political subdivision thereof, whether federal, state, county, local or
foreign, or any agency, authority or instrumentality of any such
government or political subdivision.
"Initial Loan" shall have the meaning assigned to it in Section
2.1.
"Lender Group" shall have the meaning assigned to it in Section
8.11.
"Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or
preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of
the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect
of any of the foregoing).
"Loan" or "Loans" shall have the respective meanings assigned to
such terms in Section 2.1.
"Loan Commitment" shall have the meaning assigned to it in Section
2.1.
"Loan Commitment Period" shall mean the period from the date hereof
through the Termination Date.
"Loss" or "Losses" shall have the respective meaning assigned to
such terms in Section 8.11.
"Material Adverse Effect" or "Material Adverse Change" shall mean
any change or changes or effect or effects that individually or in the
aggregate are or may reasonably be expected to be materially adverse to
(a) the business or the assets, operations, income, prospects or
conditions (financial or otherwise) of the Borrower or its Subsidiaries
or (b) the ability of the Borrower to perform its obligations under this
Agreement.
"Note" shall have the meaning assigned to it in Section 2.2.
"Person" shall mean an individual, a corporation, a partnership, a
joint venture, a firm, an enterprise, a trust, an unincorporated
organization, a government or any agency or political subdivision
thereof.
"Termination Date" shall mean the date falling 2 years following the
date hereof.
SECTION 2. AMOUNT AND TERMS OF LOAN COMMITMENT AND LOANS
---------------------------------------------
2.1 The Loan Commitment. Subject to the terms and conditions
of this Agreement, the Lender agrees to make revolving credit loans
(individually, a "Loan"; the first such Loan, the "Initial Loan";
and, collectively, the "Loans") to the Borrower from time to time
during the Loan Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed $500,000 (the "Loan
Commitment").
2.2 The Note. The Loans made by the Lender shall be
evidenced by a promissory note of the Borrower substantially in the
form of Exhibit A, with appropriate insertions, which shall be
payable to the order of the Lender and shall represent the
obligation of the Borrower to pay the amount of the Loan Commitment
or, if less, the aggregate unpaid principal amount of all Loans
made by the Lender, with interest thereon as prescribed in Section
2.5. The date and amount of each Loan made by the Lender and each
payment of principal with respect thereto may be endorsed by the
Lender on the schedule annexed to and constituting a part of the
Note, which endorsement, absent manifest error, shall constitute
prima facie evidence of the accuracy of the information endorsed.
The Note shall (a) be dated the date hereof, (b) be stated to
mature on the Termination Date and (c) bear interest for the period
from the date hereof until paid in full on the unpaid principal
amount thereof from time to time outstanding at the rates
prescribed in Section 2.5.
2.3 Procedure for Borrowing Under Loan Commitment. The
Borrower may borrow under the Loan Commitment at any time during
the Loan Commitment Period, provided that the Borrower shall give
the Lender irrevocable notice at least five (5) Business Days prior
to the requested Borrowing Date, specifying (i) the requested
Borrowing Date (which shall be a Business Day) and (ii) the amount
of the requested borrowing. Not later than 12:00 noon, New York
time, on the date specified in such notice from the Borrower, the
Lender shall make available to the Borrower at such account of the
Borrower as the same may designate from time to time, in
immediately available funds, the amount to be then loaned by it;
provided that the aggregate amount of any outstanding Loans and the
requested borrowing do not exceed the Loan Commitment.
2.4 Optional Prepayment The Borrower may, at its option,
prepay the Note without premium or penalty, in whole or in part,
upon at least two Business Day's prior notice to the Lender,
specifying the date and amount of prepayment. Such notice shall be
irrevocable and the payment amount specified in such notice shall
be due and payable on the date specified.
2.5 Interest Rates. (a) The Loans shall bear interest
(calculated on the basis of a 360-day year for the actual number of
days elapsed) on the unpaid principal amount thereof at a rate per
annum equal to 8%, payable quarterly in arrears on the last day of
each June, September, December and March in each year.
(b) If all or a portion of the principal amount of any of the
Loans shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue principal amount shall
bear interest at the rate of 12% per annum, to the extent permitted
by law.
2.6 Use of Proceeds. The Borrower covenants that it will
apply all of the proceeds of the Loan for the Borrower's general
corporate purposes.
2.7 Payment. All payments made by the Borrower to the Lender
shall be made in federal or other immediately available funds in
lawful money of the United States for credit, not later than 12:00
noon, New York time, on the day when due, or in any case by such
other reasonable method or at such other address as the Lender
shall have from time to time notified the Borrower.
2.8 Maturity of Loans. The aggregate outstanding principal
amount of the Loans shall be due and payable on the Termination
Date.
SECTION 3. COVENANTS
---------
3.1 Payment of Note. The Borrower shall pay the principal
of, and interest on, the Note on the dates and in the manner
provided herein and in the Note.
3.2 Financial and Business Information. The Borrower
covenants and agrees that so long as the Loan Commitment shall be
in effect or any debt under the Note shall be outstanding, the
Borrower will deliver to the Lender:
(a) as soon as available, but not later than one hundred
twenty (120) days after the close of each fiscal year of the
Borrower, the consolidated balance sheet of the Borrower as at the
end of such fiscal year and the related consolidated statements of
income and retained earnings and changes in financial position of
the Borrower for such fiscal year, setting forth in each case in
the comparative form the figures for the previous year, reported on
by independent certified public accountants of nationally
recognized standing selected by the Borrower;
(b) promptly on their becoming available, any such other
financial data, information or reports as from time to time may be
furnished to all stockholders of the Borrower in their capacity as
stockholders.
3.3 Notice of Default. If any one or more events occur which
constitute a Default or an Event of Default, upon obtaining
knowledge thereof, the Borrower will forthwith give notice to the
Lender, specifying the nature and status of the Default or Event of
Default.
SECTION 4. REPRESENTATIONS AND WARRANTIES
------------------------------
In order to induce the Lender to enter into this Agreement and
to make the Loans hereunder, the Borrower hereby represents and
warrants as follows:
4.1 Organization and Qualification. The Borrower is a
corporation validly existing and in good standing under the laws of
the state of Delaware, and has all requisite corporate power and
authority to (a) own, lease and operate its properties and assets
as they are now owned, leased and operated and (b) carry on its
business as now presently conducted and as proposed to be
conducted. The Borrower is duly qualified to do business in each
jurisdiction in which the nature of its business or properties
makes such qualification necessary, except where the failure to do
so would not have a Material Adverse Effect. The jurisdictions in
which the Borrower is qualified are set forth on Schedule 4.1.
4.2 Capitalization; Subsidiaries and Affiliates. Schedule
4.2 sets forth the par value, number of authorized shares of
capital stock and number of issued and outstanding shares of each
class of its capital stock of the Borrower. All of the issued and
outstanding shares of capital stock of the Borrower are duly
authorized, validly issued, fully paid and non-assessable. All of
the issued and outstanding shares of the Borrower are owned of
record by the shareholders attached to Schedule 4.2 as of May 31,
1997. There are no securities outstanding which are exchangeable or
exercisable for, or convertible into shares of capital stock of the
Borrower. Except as set forth on Schedule 4.2, the Borrower has no
subsidiaries nor does any Affiliate of the Borrower or any
subsidiaries thereof own any equity interest in any other
corporation, partnership, joint venture or other entity. To the
best knowledge of the Borrower, no officer, director or five
percent (5%) or greater stockholder of the Borrower has been
convicted of any felony, securities law violation or been a party
to any agreement, understanding or consent with any state or
federal securities commission or the National Association of
Securities Dealers.
4.3. Validity and Execution of Agreement. The Borrower has
the full legal right, capacity and power and all requisite
corporate authority and approval required to enter into, execute
and deliver this Agreement and any other agreement or instrument
contemplated hereby, and to perform fully its respective
obligations hereunder and thereunder. The board of directors of
the Borrower has approved the transactions contemplated pursuant to
this Agreement and each of the other agreements required to be
entered into pursuant hereto by the Borrower. This Agreement and
such other agreements and instruments have been duly executed and
delivered by the Borrower and each constitutes the valid and
binding obligation of the Borrower enforceable against it in
accordance with its terms, subject to the qualifications that
enforcement of the rights and remedies created hereby is subject to
(i) bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies of
creditors, and (ii) general principals of equity (regardless of
whether such enforcement is considered in a proceedings in equity
or at law).
4.4. No Conflict. Neither the execution and delivery of this
Agreement nor the performance by the Borrower of the transactions
contemplated hereby will violate or conflict with (a) any of the
provisions of the Articles of Incorporation or By-Laws of the
Borrower; (b) or result in the acceleration of, or entitle any
party to accelerate the maturity or the cancellation of the
performance of any obligation under, or result in the creation or
imposition of any Lien in or upon the assets of the Borrower or
constitute a default (or an event which might, with the passage of
time or the giving of notice, or both, constitute a default) under
any contract, (c) to the best of Borrower's knowledge, any order,
judgment, regulation or ruling of any Governmental or Regulatory
Body to which the Borrower is a party or by which any of its
property or assets may be bound or affected or to the best of
Borrower's knowledge, with any provision of any law, rule,
regulation, order, judgment, or ruling of any Governmental or
Regulatory Body applicable to the Borrower.
4.5 Disclosure. To the best knowledge of the Borrower,
neither this Agreement, nor any Schedule or Exhibit to this
Agreement contains an untrue statement of a material fact or omits
a material fact necessary to make the statements contained herein
or therein not misleading. To the best knowledge of the Borrower,
all statements, documents, certificates or other items prepared or
supplied by the Borrower with respect to the transactions
contemplated hereby are true, correct and complete and contain no
untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein not misleading.
4.6 Survival. All of the representations and warranties of
the Borrower contained herein shall survive the Closing Date until
the date upon which the liability to which any claim relating to
any such representation or warranty is barred by all applicable
statutes of limitations.
SECTION 5. CONDITIONS TO INITIAL LOAN
--------------------------
The obligation of the Lender to make the Initial Loan pursuant
to this Agreement shall be subject to compliance by the Borrower
with its agreements herein contained, and, to the satisfaction,
prior to or substantially contemporaneously with, the making of
such Initial Loan, of the following conditions:
5.1 Note. The Borrower shall have executed and delivered to
the Lender the Note in the form of Exhibit A hereto (appropriately
completed).
5.2 Corporate Proceedings. The Lender shall have received a
copy of the resolutions, in form and substance reasonably
satisfactory to the Lender, of the board of directors of the
Borrower authorizing the execution, delivery and performance of
thus this Agreement and the Note, in each case, certified by a duly
authorized officer of the Borrower as of the date hereof; and such
certificate shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded as of the date of
such certificate.
5.3 Representations and Warranties. Each of the
representations and warranties made by the Borrower pursuant to
this Agreement shall be true and correct in all material respects
on and as of the date hereof, as if made on and as of such date.
SECTION 6. CONDITIONS TO ALL LOANS
-----------------------
Except with respect to the Initial Loan, the obligation of the
Lender to make a Loan on any Borrowing Date is subject to
fulfillment of the following conditions precedent to the
satisfaction of the Lender:
6.1 Representations and Warranties. The representations and
warranties made by the Borrower in this Agreement and in any
certificate, document or financial or other statement furnished at
any time hereunder shall be true and correct in all material
respects unless stated to relate to a specific earlier date.
6.2 No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such Borrowing
Date.
SECTION 7. DEFAULTS AND REMEDIES
---------------------
7.1 Events of Default. "Event of Default" whenever used
herein means any of the following events:
(a) the Borrower defaults in the due and punctual payment of
principal of, interest on, or any other amount owing in respect of,
the Note when and as the same shall become due and payable, and
such default continues for a period of five (5) Business Days after
receipt of notice thereof; or
(b) the Borrower defaults in the performance or observance of
any covenant or agreement of the Borrower in this Agreement or the
Note and such default continues for a period of thirty (30)
calendar days after a written notice specifying such default and
requiring it to be remedied has been given to the Borrower by the
Lender; or
(c) the Borrower shall (i) default in any payment of
principal of or interest on any Debt or (ii) default in the
observance or performance of any agreement or condition relating to
any such Debt or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause
(immediately or with the giving of notice or lapse of time or both)
any such Debt to become due prior to its stated maturity; or
(d) the Borrower, either pursuant to or within the meaning
of any Bankruptcy Law: (i) commences a voluntary case, (ii)
consents to the entry of an order for relief against it in an
involuntary case, (iii) consents to the appointment of a Custodian
of it or for all or substantially all of its property, or (iv)
makes a general assignment for the benefit of its creditors; or
(e) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against the
Borrower in an involuntary case, (ii) appoints a custodian of the
Borrower for any substantial part of all the property of the
Borrower, or (iii) orders the liquidation of the Borrower; and the
order or decree remains unstayed and in effect for sixty (60) days
or more.
The term "Custodian" means any receiver, trustee, assignee,
custodian, liquidator or similar official under any Bankruptcy Law.
7.2 Acceleration of Maturity. If an Event of Default occurs
and is continuing, then and in every such case the Lender may,
declare the principal of the Note to be due and payable immediately
and the Loan Commitment to be terminated, by a notice in writing to
the Borrower, and upon any such declaration the principal of the
Note shall become immediately due and payable and the Loan
Commitment shall be terminated.
SECTION 8. MISCELLANEOUS
-------------
8.1 Amendments and Waiver. This Agreement and the Note may
be amended, and the terms hereof waived, only by a written
instrument signed by the parties hereto or, in the case of a
waiver, by the party waiving compliance.
8.2 Notices. Any notice, demand or delivery pursuant to the
provisions hereof shall be sufficiently given or made if sent by
hand or by registered or certified mail, postage prepaid, addressed
to the Lender at its principal place of business or, except as
otherwise expressly provided herein, to the Borrower at its
principal place of business or such other address as shall have
been furnished to the party giving or making such notice, demand or
delivery. Any such notice shall be deemed given when so delivered
personally or, if mailed, three days after the date of deposit in
the United States mails or one day following the deposit with a
reputable overnight courier.
8.3 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York
without regard to principles of conflicts of law.
8.4 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.
8.5 Successors and Assigns. This Agreement and each
document and certificate delivered pursuant thereto shall be
binding upon and inure to the benefit of the Borrower and the
Lender and their respective successors and permitted assigns,
except that neither the Borrower nor the Lender may assign or
transfer any of its rights under this Agreement or the Note without
the prior written consent of the other.
8.6 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement in any number of separate
counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Lender.
8.7 Severability. Any provision of this Agreement or the
Note which is prohibited, invalid or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition, invalidity or unenforceability without
invalidating the remaining provisions hereof, and any such
prohibition, invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any
other jurisdiction or any other provision of this Agreement or the
Note.
8.8 Investment. The Lender is acquiring the Note for its own
account and not with a view to resale.
8.9 Entire Agreement. This Agreement (including the Exhibits
and Schedules hereto) and the agreements, certificates and other
documents delivered pursuant to this Agreement contain the entire
agreement among the parties with respect to the transactions
described herein, and supersede all prior agreements, written or
oral, with respect thereto.
8.10 Agreement Regarding Transaction. The Lender represents
and warrants that it has had the opportunity to ask questions of
and receive answers from management of the Borrower. The Lender
represents and warrants that it has received any and all materials,
documents, certificates, and other matters it requested be made
available and has reviewed and evaluated the same and, based upon
such review and evaluation as well as the representations,
warranties and covenants of the Borrower contained in this
Agreement and the Exhibits hereto, the Lender has entered into this
Agreement with the Borrower. Lender hereby acknowledges that given
the current financial condition of the Borrower as of the date of
this Agreement and that as a result of such financial condition,
the Borrower is in immediate need for cash in order to continue its
operations. The Borrower hereby acknowledges and agrees that the
transaction contemplated hereby is based on the Borrower's
independent review and analysis of the abilities (financial or
otherwise) of the Lender to perform its respective obligations
hereunder. The Borrower also agrees that any and all schedules
attached to this Agreement and any documents referred to therein
have been prepared and thoroughly reviewed by the Borrower and that
the Borrower is responsible for its own due diligence in connection
with preparing such items, executing this Agreement and agreeing to
the transactions contemplated hereby. The Borrower has made its
independent analysis of such information and has not relied on any
factors, conversations or communications made by any other party.
8.11 Indemnification. The Borrower agrees to indemnify,
defend and hold harmless the Lender and its respective
shareholders, officers, directors, employees, and any Affiliates of
the foregoing, and their successors and assigns (collectively, the
"Lender Group") from and against any and all losses, liabilities
(including punitive or exemplary damages and fines or penalties and
any interest thereon), expenses (including reasonable fees and
disbursements of counsel and expenses of investigation and
defense), claims, Liens or other obligations of any nature
whatsoever (hereinafter individually, a "Loss" and collectively,
"Losses") which, directly or indirectly, arise out of, result form
or relate to, (i) any inaccuracy in or any breach of any
representation or warranty of the Borrower contained in Section 4,
and (ii) any breach of any covenant of the Borrower contained in
this Agreement or in any other document contemplated by this
Agreement.
8.12 Recourse. Except with respect to any potential claim
based on any fraud, any obligation or liability whatsoever of
Borrower which may arise at any time under this Agreement shall be
satisfied, if at all, out of the Borrower's assets only. No such
obligation or liability shall be personally binding upon, nor shall
resort for the enforcement thereof be had to, the property of any
of Borrower's shareholders, directors, officers, employees or
agents, regardless of whether such obligation or liability is in
the nature of contract, tort or otherwise, unless such obligation
or liability relates to fraudulent conduct on the part of such
entity or individuals. Notwithstanding the foregoing, nothing in
this Section shall be interpreted or construed as an agreement or
admission by the Borrower, its shareholders, directors, officers,
employees or agents that any such entity or person is or may be
personally liable for any obligation or liability (whether the
result of fraud or otherwise) with respect to this Agreement.
8.13 Validity and Execution of Agreement. The Lender has the
full legal right, capacity and power and all requisite corporate
authority and approval required to enter into, execute and deliver
this Agreement and any other agreement or instrument contemplated
hereby, and to perform fully its respective obligations hereunder
and thereunder. The board of directors of the Lender has approved
the transactions contemplated pursuant to this Agreement and each
of the other agreements required to be entered into pursuant hereto
by the Lender. This Agreement and such other agreements and
instruments have been duly executed and delivered by the Lender and
each constitutes the valid and binding obligation of the Lender
enforceable against it in accordance with its terms, subject to the
qualifications that enforcement of the rights and remedies created
hereby is subject to (i) bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the
rights and remedies of creditors, and (ii) general principles of
equity (regardless of whether such enforcement is considered in a
proceedings in equity or at law).
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
HYDROGEL DESIGN SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: President
EMBRYO DEVELOPMENT CORPORATION
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Chairman
EXHIBIT A
PROMISSORY NOTE
---------------
$500,000 January ___, 1997
FOR VALUE RECEIVED, the undersigned, Hydrogel Design Systems, Inc.,
a Delaware corporation, hereby unconditionally promises to pay on January
___, 1999, to the order of Embryo Development Corporation, a Delaware
corporation (the "Lender"), at the account of the Lender maintained
at_________________________________Bank Account Number ___________ (or at
such other account in the United States as the Lender shall notify the
undersigned), in lawful money of the United States of America and in
immediately available funds, the principal amount of the lesser of (i)
FIVE HUNDRED THOUSAND DOLLARS ($500,000) and (ii) the aggregate unpaid
principal amount of all Loans made by the Lender to the undersigned
pursuant to Section 2.1 of the Revolving Credit Agreement, dated as of
the date hereof, between the undersigned and the Lender (the "Credit
Agreement"). Capitalized terms used herein shall have the same meanings
as set forth in the Credit Agreement, unless otherwise defined herein.
The undersigned further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time from the
date hereof until such amount shall be paid (whether at the stated
maturity, by acceleration or otherwise) on the dates and at the
applicable rates per annum as provided in Section 2.5 of the Credit
Agreement.
The holder of this Note is authorized to endorse the date and amount
of each Loan pursuant to Section 2.2 of the Credit Agreement, the date
and amount of each payment or prepayment of principal thereof and the
interest rate with respect thereto, on the schedule annexed hereto and
made a part hereof or on a continuation thereof, which endorsement,
absent manifest error, shall constitute prima facie evidence of the
accuracy of the information so endorsed.
If any payment on this Note becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
This Note is the Note referred to in the Credit Agreement and is
entitled to the benefits thereof and is subject to the terms and
conditions provided therein.
Except as expressly provided herein, the undersigned hereby
waives presentation, demand, protest and all other notices of any
kind.
This Note shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to
principles of conflicts of law.
HYDROGEL DESIGN SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: President
Schedule 4.1
JURISDICTIONS
-------------
Schedule 4.2
CAPITAL STOCK OF BORROWER
-------------------------
Stockholder Class of Capital Stock Number Owned
Embryo Development
Corporation Common Stock 1,251,000
Preferred Stock 15,000,000
Dune Holdings, Inc. Common Stock 749,000
Xxxx Xxxxxxx Common Stock 250,000
Xxxxxxx Xxxxxxx Common Stock 250,000
