Exhibit 2.2
THIS NOTE IS SUBJECT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT,
DATED, JUNE 28, 2002, AMONG MAKER, PAYEE AND AGENT, AND THE OBLIGATIONS
HEREUNDER ARE SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE PRIOR PAYMENT
OF CERTAIN OBLIGATIONS TO THE HOLDER OF SENIOR INDEBTEDNESS AS DEFINED THEREIN.
THIS NOTE HAS BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION
OR QUALIFICATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT
BE SOLD OR TRANSFERRED WITHOUT REGISTRATION OR QUALIFICATION OR OTHERWISE EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM AS EVIDENCED BY AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER HEREOF.
MCPc, INC.
CONVERTIBLE PROMISSORY NOTE
$8,069,694 June 28, 2002
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to
pay to the order of MCSi, INC. ("Lender") at its offices located at 0000
Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxx 00000, in such coin or currency of the
United States of America which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, the principal sum of Eight
Million Sixty-Nine Thousand Six Hundred Ninety-Four Dollars ($8,069,694)
together with interest thereon at a rate of 12% from and after the date hereof
on the dates and the terms and conditions as set forth in that certain Loan and
Security Agreement among Borrower and Lender, dated as of even date
(hereinafter, as amended from time to time, the "Loan Agreement").
This Convertible Promissory Note (the "Note") is the secured
convertible term note referred to in, and is issued pursuant to, the Loan
Agreement. All of the terms, covenants and conditions of the Loan Agreement are
hereby made a part of this Note and are deemed incorporated herein in full. All
capitalized terms used herein, unless otherwise specifically defined in this
Note, shall have the meanings ascribed to them in the Loan Agreement.
Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Borrower, for itself and its legal representatives, successors
and assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.
Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining
provisions of this Note. No delay or failure on the part of Lender in the
exercise of any right or remedy hereunder shall operate as a waiver thereof, nor
as an acquiescence in any default, nor shall any single or partial exercise by
Lender of any right or remedy preclude any other right or remedy.
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Ohio.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed
and delivered on the date first above written.
MCPc, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
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Title: President
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