Exhibit 4.08
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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE LAW OF ANY STATE, AND
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR
OFFERED FOR SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THAT ACT OR SUCH APPLICABLE STATE SECURITIES LAW
COVERING THIS NOTE AND/OR THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF, OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HELPMATE ROBOTICS INC. THAT AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Principal Sum: Holder:
Note No.:
CONVERTIBLE NOTE
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(the "Note")
HELPMATE ROBOTICS INC.
HELPMATE ROBOTICS INC., a Connecticut corporation (hereinafter called the
"Company"), hereby promises to pay the Principal Sum to the order of Holder on
October 1, 1998. This Note shall accrue interest at the rate of 7% per annum,
payable on the first day of each calendar quarter commencing January 1, 1998.
1. Subscription Agreement. This Note is one of two notes being
issued under a Private Placement Purchase Agreement between the Company and
the Holder (the "Subscription Agreement"). Unless the context otherwise
requires, capitalized terms used herein shall have the same meanings as are
ascribed to them in the Subscription Agreement.
2. Conversion. The principal and accrued interest on this Note will,
upon the Amendment Effectiveness automatically, and with further notice.
convert into shares of common stock of the Company (the "Note Shares") at a
rate of thirty three cents ($0.33) per principal amount of indebtedness
represented hereby (the "Conversion Price"). Promptly upon such conversion,
the Company shall issue certificates for the Note Shares upon surrender of
this Note. The Holder acknowledges and agrees that in the event of a Reverse
Split (as described in the Subscription Agreement) the Conversion Price and
number of Note Shares issuable pursuant to this Note, shall be appropriately
adjusted in order to reflect the Reverse Split so that the percentage of the
Company's outstanding common stock to be acquired upon conversion of this
Note immediately after the occurrence of the Reverse Split will be the same
as the Holder would have been able to acquire upon conversion immediately
prior to the occurrence of such Reverse Split.
3. Valid Shares. The Company covenants and agrees that the Note
Shares will, upon issuance, be duly and validly issued, fully paid and
non-assessable and no personal liability will attach to the holder thereof.
4. Purchase for Investment. The Holder, by acceptance hereof,
reaffirms each and every representation and warranty contained in paragraph 8
of the Subscription Agreement as if fully set forth herein.
5. Events of Default and Acceleration of the Note.
(a) An "event of default" with respect to this Note shall exist if
any of the following shall occur, if:
(i) The Company shall breach or fail to comply with
any provision of this Note and such breach or
failure shall continue for 15 days after written
notice by any Holder of any Note to the Company.
(ii) A receiver, liquidator or trustee of the Company
or of a substantial part of its properties shall
be appointed by court order and such order shall
remain in effect for more than 15 days; or the
Company shall be adjudicated bankrupt or
insolvent; or a substantial part of the property
of the Company shall be sequestered by court order
and such order shall remain in effect for more
than 15 days; or a petition to reorganize the
Company under any bankruptcy, reorganization or
insolvency law shall be filed against the Company
and shall not be dismissed within 45 days after
such filing.
(iii) The Company shall file a petition in voluntary
bankruptcy or request reorganization under any
provision of any bankruptcy, reorganization or
insolvency law, or shall consent to the filing of
any petition against it under any such law.
(iv) The Company shall make an assignment for the
benefit of its creditors, or admit in writing its
inability to pay its debts generally as they
become due, or consent to the appointment of a
receiver, trustee or liquidator of the Company, or
of all or any substantial part of its properties.
(b) If an event of default referred to in clause (i) shall occur,
the Holder may, in addition to such Xxxxxx's other remedies, by written
notice to the Company, declare the principal amount of this Note, together
with all interest accrued thereon, to be due and payable immediately. Upon
any such declaration, such amount shall become immediately due and payable
and the Holder shall have all such rights and remedies provided for under the
terms of this Note and the Subscription Agreement. If an event of default
referred to in clauses (ii), (iii) or (iv) shall occur, the principal amount
of this Note, together with all interest accrued thereon, shall become
immediately due and payable and the Holder shall have all such rights and
remedies provided for under the terms of this Note and the Subscription
Agreement.
6. Miscellaneous.
(a) All notices and other communications required or permitted to be
given hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by telegram, by
facsimile, recognized overnight mail carrier, telex or other standard form of
telecommunications, or by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows: (a) if to the Holder, to such
address as such Holder shall furnish to the Company in accordance with this
Section, or (b) if to the Company, to it at its headquarters office, or to
such other address as the Company shall furnish to the Holder in accordance
with this Section.
(b) This Note shall be governed and construed in accordance with the
laws of the State of Connecticut without regard to its conflicts of laws
principals.
(c) The Company waives protest, notice of protest, presentment,
dishonor, notice of dishonor and demand.
(d) If any provision of this Note shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Note shall be construed as if
such invalid or unenforceable provision had never been contained herein.
(e) The waiver of any event of default or the failure of the Holder
to exercise any right or remedy to which it may be entitled shall not be
deemed a waiver of any subsequent event of default or of the Holder's right
to exercise that or any other right or remedy to which the Holder is entitled.
(f) The Holder of this Note shall be entitled to recover its
reasonable legal and other costs of collecting on this Note, and such costs
shall be deemed added to the principal amount of this Note.
(g) In addition to all other remedies to which the Holder may be
entitled hereunder, Xxxxxx shall also be entitled to decrees of specific
performance without posting bond or other security.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS NOTE SHALL NOT BE
CONVERTIBLE INTO NOTE SHARES UNLESS AND UNTIL THE AMENDMENT EFFECTIVENESS, AS
DEFINED IN THE SUBSCRIPTION AGREEMENT.
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as
of the 24th day of December, 1997.
HELPMATE ROBOTICS INC.
By:
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Xxxxxx X. Xxxxxx
President
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