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EXHIBIT 4.11
NOTE
$375,000 Portsmouth, New Hampshire
January 22, 1999
FOR VALUE RECEIVED, the undersigned maker, Objective Communications,
Inc., a Delaware corporation (the "Maker"), hereby promises to pay to the order
of Xxxx Xxxxxxx Xxxxx & Xxxxxxxxxx (hereinafter referred to as "Holder," which
term shall include any future holder of this Note), at 00 Xxxxxxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, or at such other place as Holder may designate
from time to time, in lawful money of the United States, the principal sum of
three hundred seventy five thousand dollars ($375,000), together with interest
as hereinafter provided.
From the date hereof until this Note is paid in full, interest shall
accrue on the principal amount of the Note outstanding from time to time at an
annual rate of 7.00%, payable in arrears as hereinafter set forth in this Note.
This Note shall mature, and all principal and interest on this Note then
outstanding shall be due and payable in full, on January 22, 2001 (the "Maturity
Date"). The principal amount of this Note shall be subject to prepayment as
hereinafter set forth in this Note. During the first year that the indebtedness
evidenced by this Note is outstanding, the Maker will make payments of interest
only on the principal amount outstanding semi-annually on July 22, 1999 and
January 22, 2000, in arrears. Thereafter, the remaining outstanding principal
amount of and accrued and unpaid interest on the Note will be amortized equally
over the remaining twelve (12) month term of the Note. The Maker will make equal
monthly payments of principal and accrued interest to the Holder beginning on
February 22, 2000, and continuing monthly until January 22, 2001, at which time
the outstanding principal amount of this Note and all accrued and unpaid
interest thereon will be paid in full by the Maker. In the event that Maker
completes a bridge financing with aggregate gross proceeds of $3,000,000, the
Company will make a prepayment on the Note to Holder of $25,000 within thirty
days of the final closing of the bridge financing. In the event that Maker
completes an equity financing in the range of $12 million to $15 million, then
Maker will make a prepayment on the Note to Xxxx Xxxxxxx of $50,000 within three
days of the closing of the equity financing.
This Note shall be binding upon Maker's successors and assigns and
shall inure to the benefit of the heirs, legal representatives, successors and
assigns of Xxxxxx. Maker waives presentment, demand, protest, notice of dishonor
and all other notices and demands. This Note supersedes all prior written
agreements and understandings between Maker and Holder with respect to its
subject matter. None of the terms or provisions of this Note may be excluded,
modified or amended except by a written instrument duly executed on behalf of
Xxxxxx expressly referring hereto and setting forth the provisions so excluded,
modified or amended.
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Xxxx Xxxxxxx Xxxxx & Xxxxxxxxxx Note Page 2
The validity and performance of the terms hereof shall be governed by
and construed in accordance with the laws of the State of New Hampshire, without
regard to the conflict of laws provisions.
Maker: OBJECTIVE COMMUNICATIONS, INC.
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President Administration & Finance
