Exhibit 4.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR GLOBALOPTIONS GROUP, INC. SHALL
HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THIS NOTE.
GLOBALOPTIONS GROUP, INC.
PROMISSORY NOTE
---------------
U.S. $__________ New York, New York
No.: PN-___ June 28, 2006
FOR VALUE RECEIVED, the undersigned, GlobalOptions Group, Inc., a Nevada
corporation (the "COMPANY"), hereby promises to pay to the order of ___________,
or any future permitted holder of this promissory note (the "PAYEE"), at the
principal office of the Payee set forth herein, or at such other place as the
holder may designate in writing to the Company, the principal sum of
_________________ ($000,000) or such other amount as may be outstanding
hereunder, together with all accrued but unpaid interest, in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts and in immediately available funds,
as provided in this promissory note (the "NOTE").
1. PRINCIPAL AND INTEREST PAYMENTS; OPTIONAL REDEMPTION BY THE COMPANY.
(a) The Company shall repay in full the entire principal balance then
outstanding under this Note on June 30, 2006 (the "MATURITY DATE"); PROVIDED,
HOWEVER, that the Company may elect to extend the date specified in this clause
(ii) to July 31, 2006 by delivering a notice (the "FIRST EXTENSION NOTICE") to
the Payee no later than June 28, 2006 of such election; PROVIDED, FURTHER, that
the Company may elect to further extend the date specified in this clause (ii)
to August 31, 2006 by delivering a notice (the "SECOND EXTENSION NOTICE") to the
Payee no later than July 28, 2006 of such election. If the Company delivers the
First Extension Notice, the outstanding principal amount of this Note shall be
increased by an amount equal to 3% of the sum of the then outstanding principal
amount of the Note and any accrued but then unpaid interest (the "FIRST
EXTENSION Interest") and if the Company delivers the Second Extension Notice,
the outstanding principal amount of this Note shall be further increased by an
amount equal to 5% of the sum of the then outstanding principal amount of the
Note and any accrued but then unpaid interest (the "SECOND EXTENSION INTEREST"
and together with the First Extension Interest, "EXTENSION INTEREST").
(b) Interest on the outstanding principal balance of this Note shall accrue
at a rate of eight percent (8%) per annum. Interest on the outstanding principal
balance of the Note shall be computed on the basis of the actual number of days
elapsed and a year of three hundred and sixty (360) days and shall be payable on
the last day of each calendar quarter (an each, an "INTEREST DATE") following
the date hereof by the Company. Interest shall be capitalized on and as of such
Interest Date by adding it to the outstanding principal amount of this Note
("CAPITALIZED INTEREST") unless the Payee elects to have such interest payable
in cash by delivering a written notice to the Company no less than two (2)
business days prior to such Interest Date, that the Company shall pay all or
such portion of interest due on such Interest Date in cash. For purposes of this
Note, all references to principal or the principal amount of this Note shall
also include the amount of any Capitalized Interest or any Extension Interest
thereon. Furthermore, upon the occurrence of an Event of Default, then to the
extent permitted by law, the Company will pay interest to the Payee, payable on
demand, on the outstanding principal balance of the Note from the date of the
Event of Default until payment in full at the rate of twelve percent (12%) per
annum.
(c) The Company may not prepay, in whole or in part, any of the outstanding
principal amount of this Note or any accrued and unpaid interest at any time
prior to the Maturity Date.
2. NON-BUSINESS DAYS. Whenever any payment to be made shall be due on a
Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment may be due on the next succeeding business day and such next
succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to the Payee as follows:
(a) The Company has been duly incorporated and is validly existing and in
good standing under the laws of the state of Nevada, with full corporate power
and authority to own, lease and operate its properties and to conduct its
business as currently conducted.
(b) This Note has been duly authorized, validly executed and delivered on
behalf of the Company and is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, and the
Company has full power and authority to execute and deliver this Note and to
perform its obligations hereunder.
(c) The execution, delivery and performance of this Note will not (i)
conflict with or result in a breach of or a default under any of the terms or
provisions of, (A) the Company's certificate of incorporation or by-laws, or (B)
any material provision of any indenture, mortgage, deed of trust or other
material agreement or instrument to which the Company is a party or by which it
or any of its material properties or assets is bound, (ii) result in a violation
of any material provision of any law, statute, rule, regulation, or any existing
applicable decree, judgment or order by any court, Federal or state regulatory
body, administrative agency, or other governmental body having jurisdiction over
the Company, or any of its material properties or assets or (iii) result in the
creation or imposition of any material lien, charge or encumbrance upon any
material property or assets of the Company or any of its subsidiaries pursuant
to the terms of any agreement or instrument to which any of them is a party or
by which any of them may be bound or to which any of their property or any of
them is subject.
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(d) No consent, approval or authorization of or designation, declaration or
filing with any governmental authority on the part of the Company is required in
connection with the valid execution and delivery of this Note.
4. EVENTS OF DEFAULT. The occurrence of any of the following events shall be an
"EVENT OF DEFAULT" under this Note:
(a) the Company shall fail to make the payment of any amount of any
principal outstanding on the date such payment shall become due and payable
hereunder; or
(b) the Company shall fail to make any payment of interest for a period of
three (3) business days after the date such interest shall become due and
payable hereunder; or
(c) any representation, warranty or certification made by the Company
herein or in any certificate or financial statement shall prove to have been
false or incorrect or breached in a material respect on the date as of which
made; or
(d) the holder of any indebtedness of the Company or any of its
subsidiaries shall accelerate any payment of any amount or amounts of principal
or interest on any indebtedness (the "INDEBTEDNESS") (other than the
Indebtedness hereunder) prior to its stated maturity or payment date the
aggregate principal amount of which Indebtedness of all such persons is in
excess of $1,000,000, whether such Indebtedness now exists or shall hereinafter
be created, and such accelerated payment entitles the holder thereof to
immediate payment of such Indebtedness which is due and owing and such
indebtedness has not been discharged in full or such acceleration has not been
stayed, rescinded or annulled within ten (10) business days of such
acceleration; or
(e) a judgment or order for the payment of money shall be rendered against
the Company or any of its subsidiaries in excess of $1,000,000 in the aggregate
(net of any applicable insurance coverage) for all such judgments or orders
against all such persons (treating any deductibles, self insurance or retention
as not so covered) that shall not be discharged, and all such judgments and
orders remain outstanding, and there shall be any period of sixty (60)
consecutive days following entry of the judgment or order in excess of
$1,000,000 or the judgment or order which causes the aggregate amount described
above to exceed $1,000,000 during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(f) the Company shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property or assets, (ii) make a
general assignment for the benefit of its creditors, (iii) commence a voluntary
case under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), (iv) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law
affecting the enforcement of creditors' rights generally, (v) acquiesce in
writing to any petition filed against it in an involuntary case under the
Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic), or (vi) take any action under the laws of any jurisdiction (foreign
or domestic) analogous to any of the foregoing; or
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(g) a proceeding or case shall be commenced in respect of the Company or
any of its subsidiaries without its application or consent, in any court of
competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium,
dissolution, winding up, or composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of it or
of all or any substantial part of its assets or (iii) similar relief in respect
of it under any law providing for the relief of debtors, and such proceeding or
case described in clause (i), (ii) or (iii) shall continue undismissed, or
unstayed and in effect, for a period of thirty (30) consecutive days or any
order for relief shall be entered in an involuntary case under the Bankruptcy
Code or under the comparable laws of any jurisdiction (foreign or domestic)
against the Company or any of its subsidiaries or action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing shall be
taken with respect to the Company or any of its subsidiaries and shall continue
undismissed, or unstayed and in effect for a period of thirty (30) consecutive
days; or
(h) the suspension from trading or the failure of the Common Stock of the
Company to be listed on the OTC Bulletin Board or a national exchange or trading
system for a period of five (5) consecutive trading days.
5. REMEDIES UPON AN EVENT OF DEFAULT. Promptly after the occurrence of an Event
of Default the Company shall deliver written notice thereof via facsimile and
express courier to the Payee (the "EVENT OF DEFAULT Notice"). At any time after
the earlier of the Payee's receipt of an Event of Default Notice and the Payee
becoming aware of an Event of Default and ending thirty (30) days after written
notice from the Company to the Payee that such Event of Default is cured (which
written notice shall provide satisfactory evidence that such Event of Default
has actually been cured), the Payee may declare all or any portion of unpaid
principal balance of this Note, together with all interest accrued hereon, due
and payable by delivering written notice thereof (the "EVENT OF DEFAULT
ACCELERATION NOTICE") to the Company which Event of Default Redemption Notice
shall indicate the portion of this Note the Payee is accelerating, and
thereupon, the same shall be accelerated and so due and payable. Each portion of
this Note accelerated pursuant to this Section 5 shall be repaid by the Company
at a price equal to 120% of the principal amount declared due and payable plus
any accrued and unpaid interest on such principal (the "EVENT OF DEFAULT
ACCELERATION AMOUNT"). The Event of Default Acceleration Amount shall be
immediately due and payable. No course of delay on the part of the Payee shall
operate as a waiver thereof or otherwise prejudice the right of the Payee. No
remedy conferred hereby shall be exclusive of any other remedy referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.
Notwithstanding the foregoing, Xxxxx agrees that its rights and remedies
hereunder are limited to receipt of cash in the amounts described herein.
6. CONVERSION. Provided that no Event of Default has occurred hereunder, without
further action by the Payee, this Note shall be automatically converted on June
29, 2006 into (i) a number of shares of Series B Convertible Preferred Stock of
the Company with an aggregate Liquidation Preference (as defined in the
Certificate of Designation of such Series B Convertible Preferred Stock) equal
to 115% of the principal amount of this Note being exchanged plus accrued and
unpaid interest on such principal and (ii) two series of common stock purchase
warrants ("WARRANTS"), in the form attached hereto as EXHIBIT 1, consisting of
(A) Series B-1 Warrants (the "SERIES B-1 WARRANTS") representing the right to
purchase that number of shares of common stock, par value $0.001 per share, of
the Company ("COMMON STOCK") as is equal to 35% of the number of shares of
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Common Stock issuable upon conversion of the shares of Series B Convertible
Preferred Stock to be issued to the Payee pursuant to clause (i) at an initial
exercise price of $2.15 (as adjusted for stock splits, reverse splits, stock
dividends and the like) and (B) Series B-2 Warrants (the "SERIES B-2 WARRANTS")
representing the right to purchase that number of shares of Common Stock as is
equal to 35% of the number of shares of Common Stock issuable upon conversion of
the shares of Series B Convertible Preferred Stock to be issued to the Payee
pursuant to clause (i) at an initial exercise price of $2.85 (as adjusted for
stock splits, reverse splits, stock dividends and the like). The Company shall
deliver to the Payee such Series B Convertible Preferred Stock certificates,
Series B-1 Warrants and Series B-2 Warrants not later than two (2) business days
following such conversion.
7. CHANGE OF CONTROL REDEMPTION. No sooner than fifteen (15) days nor later than
ten (10) days prior to the consummation of a Change of Control, but not prior to
the public announcement of such Change of Control (as defined below), the
Company shall deliver written notice thereof via facsimile and overnight courier
to the Payee (a "CHANGE OF CONTROL NOTICE"). At any time during the period
beginning after the Payee's receipt of a Change of Control Notice and ending on
the date that is twenty (20) business days after the consummation of such Change
of Control, the Payee may require the Company to redeem all or any portion of
this Note by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION
NOTICE") to the Company, which Change of Control Redemption Notice shall
indicate the principal amount the Payee is electing to redeem. The portion of
this Note subject to redemption pursuant to this Section 7 shall be redeemed by
the Company in cash at a price equal to 120% of the principal amount being
redeemed plus the amount of any accrued but unpaid interest on such principal
through the date of such redemption payment. To the extent redemptions required
by this Section 7 are deemed or determined by a court of competent jurisdiction
to be prepayments of the Note by the Company, such redemptions shall be deemed
to be voluntary prepayments. The parties hereto agree that in the event of the
Company's redemption of any portion of the Note under this Section 7, the
Payee's damages would be uncertain and difficult to estimate because of the
parties' inability to predict future interest rates and the uncertainty of the
availability of a suitable substitute investment opportunity for the Payee.
Accordingly, any redemption premium due under this Section 5(b) is intended by
the parties to be, and shall be deemed, a reasonable estimate of the Payee's
actual loss of its investment opportunity and not as a penalty. For purposes of
this Note, (A) "CHANGE OF CONTROL" means any Fundamental Transaction other than
(1) any reorganization, recapitalization or reclassification of the Common Stock
in which holders of the Company's voting power immediately prior to such
reorganization, recapitalization or reclassification continue after such
reorganization, recapitalization or reclassification to hold publicly traded
securities and, directly or indirectly, the voting power of the surviving entity
or entities necessary to elect a majority of the members of the board of
directors (or their equivalent if other than a corporation) of such entity or
entities, or (2) pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Company, (B) "FUNDAMENTAL
TRANSACTION" means that the Company shall, directly or indirectly, in one or
more related transactions, (1) consolidate or merge with or into (whether or not
the Company is the surviving corporation) another Person, or (2) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (3) allow another
Person or Persons to make a purchase, tender or exchange offer that is accepted
by the holders of more than the 50% of the outstanding shares of Voting Stock
(not including any shares of Voting Stock held by the Person or Persons making
or party to, or associated or affiliated with the Person or Persons making or
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party to, such purchase, tender or exchange offer), or (4) consummate a stock
purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than the 50% of either
the outstanding shares of Voting Stock (not including any shares of Voting Stock
held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (5) reorganize, recapitalize or
reclassify its Common Stock or (6) any "person" or "group" (as these terms are
used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended) is or shall become the "beneficial owner" (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of 50% of the aggregate Voting Stock of the Company and (C) "PERSON"
means an individual, a limited liability company, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization, any other
entity and a government or any department or agency thereof.
8. REPLACEMENT. Upon receipt of a duly executed, notarized and unsecured written
statement from the Payee with respect to the loss, theft or destruction of this
Note (or any replacement hereof), and without requiring an indemnity bond or
other security, or, in the case of a mutilation of this Note, upon surrender and
cancellation of such Note, the Company shall issue a new Note, of like tenor and
amount, in lieu of such lost, stolen, destroyed or mutilated Note.
9. SUBORDINATION. This Note is subject to the provisions of the Subordination
Agreement, entered into as of the date hereof, between the Payee and Silicon
Valley Bank.
10. PARTIES IN INTEREST, TRANSFERABILITY. This Note shall be binding upon the
Company and its successors and assigns and the terms hereof shall inure to the
benefit of the Payee and its successors and permitted assigns. This Note may be
transferred or sold or pledged, hypothecated or otherwise granted as security by
the Payee, without the authorization of the Company.
11. AMENDMENTS. This Note may not be modified or amended in any manner except in
writing executed by the Company and the Payee.
12. NOTICES. Any notice, demand, request, waiver or other communication required
or permitted to be given hereunder shall be in writing and shall be effective
(a) upon hand delivery by telecopy or facsimile at the address or number
designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first occur.
The Company will give written notice to the Payee at least thirty (30) days
prior to the date on which the Company closes its books or takes a record (x)
with respect to any dividend or distribution upon the common stock of the
Company, (y) with respect to any pro rata subscription offer to holders of
common stock of the Company or (z) for determining rights to vote with respect
to a Major Transaction, dissolution, liquidation or winding-up and in no event
shall such notice be provided to such holder prior to such information being
made known to the public. The Company will also give written notice to the Payee
at least twenty (20) days prior to the date on which dissolution, liquidation or
winding-up will take place and in no event shall such notice be provided to the
Payee prior to such information being made known to the public.
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Address of the Payee:
With a copy to:
Address of the Company: GlobalOptions Group, Inc.
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
With a copy to: Olshan Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
Park Avenue Tower
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Tel. No.: (000) 000-0000
Fax No.: (000) 000-0000
13. GOVERNING LAW. This Note shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to the
choice of law provisions. This Note shall not be interpreted or construed with
any presumption against the party causing this Note to be drafted.
14. HEADINGS. Article and section headings in this Note are included herein for
purposes of convenience of reference only and shall not constitute a part of
this Note for any other purpose.
15. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE
RELIEF. The remedies provided in this Note shall be cumulative and in addition
to all other remedies available under this Note, at law or in equity (including,
without limitation, a decree of specific performance and/or other injunctive
relief), no remedy contained herein shall be deemed a waiver of compliance with
the provisions giving rise to such remedy and nothing herein shall limit a
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Xxxxx's right to pursue actual damages for any failure by the Company to comply
with the terms of this Note. Amounts set forth or provided for herein with
respect to payments and the like (and the computation thereof) shall be the
amounts to be received by the Payee and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable and material harm to the Payee and that the
remedy at law for any such breach may be inadequate. Therefore the Company
agrees that, in the event of any such breach or threatened breach, the Payee
shall be entitled, in addition to all other available rights and remedies, at
law or in equity, to seek and obtain such equitable relief, including but not
limited to an injunction restraining any such breach or threatened breach,
without the necessity of showing economic loss and without any bond or other
security being required.
16. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the
Payee in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.
17. ENFORCEMENT EXPENSES. The Company agrees to pay all costs and expenses of
enforcement of this Note, including, without limitation, reasonable attorneys'
fees and expenses.
18. BINDING EFFECT. The obligations of the Company and the Payee set forth
herein shall be binding upon the successors and assigns of each such party,
whether or not such successors or assigns are permitted by the terms hereof.
19. COMPLIANCE WITH SECURITIES LAWS. The Payee of this Note acknowledges that
this Note is being acquired solely for the Payee's own account and not as a
nominee for any other party, and for investment, and that the Payee shall not
offer, sell or otherwise dispose of this Note other than in compliance with the
laws of the United States of America and as guided by the rules of the
Securities and Exchange Commission. This Note and any Note issued in
substitution or replacement therefore shall be stamped or imprinted with a
legend in substantially the following form:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
UNDER APPLICABLE STATE SECURITIES LAWS OR GLOBALOPTIONS
GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE."
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20. SEVERABILITY. The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Note in any jurisdiction.
21. CONSENT TO JURISDICTION. Each of the Company and the Payee (i) hereby
irrevocably submits to the jurisdiction of the United States District Court
sitting in the Southern District of New York and the courts of the State of New
York located in New York County for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Payee
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address set forth in Section 12
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing in this Section 21 shall affect or limit
any right to serve process in any other manner permitted by law.
22. COMPANY WAIVERS. Except as otherwise specifically provided herein, the
Company and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.
(a) No delay or omission on the part of the Payee in exercising its rights
under this Note, or course of conduct relating hereto, shall operate as a waiver
of such rights or any other right of the Payee, nor shall any waiver by the
Payee of any such right or rights on any one occasion be deemed a waiver of the
same right or rights on any future occasion.
(b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A
PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW,
HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has executed and delivered this Note as
of the date first written above.
GLOBALOPTIONS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx
Chairman and Chief Executive Officer
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