Exhibit 10.16
COPY
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED
EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR (ii) FOLLOWING RECEIPT BY THE ISSUER OF AN OPINION FROM ITS COUNSEL
THAT NO REGISTRATION STATEMENT IS NECESSARY IN CONNECTION WITH SUCH
TRANSACTION. THE TRANSFER OF THIS SECURITY IS SUBJECT TO THE CONDITIONS
SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT, DATED APRIL 20, 1988, TO
WHICH THE ISSUER AND THE ORIGINAL HOLDER OF THIS SECURITY ARE PARTIES. A
COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE ISSUER TO THE HOLDER
HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.
MULTITRAK SOFTWARE DEVELOPMENT CORP.
Subordinated Note
$240,000.00 Boston, Massachusetts
April 20, 1988
FOR VALUE RECEIVED Multitrak Software Development Corp. (herein the
"Company"), a corporation organized and existing under the laws of the State of
Delaware with offices at 000 Xxxx Xxxxxx, Xxxxxxx Xxxxx, XX 00000, hereby
promises to pay to the order of LRF Investments, Inc. the principal sum of TWO
HUNDRED AND FORTY THOUSAND DOLLARS ($240,000.00) on April 30, 1991 together with
interest at a rate per annum equal to the Prime Rate established from time to
time by Xxxxxxxxx Bank and Trust Company plus three and one-half percent
(3 1/2%) (computed on the basis of a 360-day year of twelve 30-day months) on
the unpaid balance of principal hereof, payable in arrears at the close of
business on the last day of each month commencing on May 31, 1988, and on any
overdue principal and interest until paid in full.
Principal, interest and all other amounts due under this Note shall be
payable in immediately available funds at the office of LRF Investments, Inc.,
000 Xxxxx Xxxxxx, Xxxxxx, XX 00000, or at such other place as the holder of this
Note may from time to time designate in writing to the Company.
This Note is issued pursuant to and is entitled to the benefits of, a
Securities Purchase Agreement (herein the "Agreement") dated April 20, 1988 by
and among the Company, the original purchaser hereof and Xxxxxxx X. Xxxxxxx.
Reference is hereby made to the Agreement for a complete description of the
rights, obligations, limitations and restrictions of the Company and the holders
of the Note, and the terms and conditions of the Note noted hereafter are
subject in every respect to the terms and conditions of the Agreement.
As provided in the Agreement, the Company shall have the option to prepay
all or any part of the principal amount of this Note from time to time together
with interest accrued on the amount prepaid to the prepayment date.
Payment of the principal of, and interest on, this Note is expressly
subordinated to the prior payment of Senior Debt as provided in the Agreement,
and by acceptance of this Note the holder hereof agrees to be bound by such
provisions of the Agreement.
If an Event of Default as defined in the Agreement should occur and be
continuing, the principal amount and accrued interest of this Note may be
declared immediately due and
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payable in the manner and to the extent provided for in the Agreement.
The Company hereby waives demand, presentment for payment, notice of
dishonor, protest, notice of protest and diligence, and agrees that the holder
hereof may extend the time for payment or accept partial payment without
discharging or releasing the Company.
IN WITNESS WHEREOF this Note has been executed and delivered as a sealed
instrument at the place and on the date set forth above by the duly authorized
representatives of the Company.
MULTITRAK SOFTWARE DEVELOPMENT
CORP.
[corporate seal]
By /s/ Xxxxxxx X. Xxxxxxx
------------------------
Xxxxxxx X. Xxxxxxx, President
ATTEST:
/s/ Xxxxx Xxxxxxx, asst. sec.
------------------------------
Xxxxx Xxxxxxx, Assistant
Secretary
DP-1978/d
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