Exhibit 10.26
NEITHER THIS NOTE, NOR ANY SECURITY ISSUABLE UPON CONVERSION THEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST
IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO
RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN
EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE
COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE
ACT IS AVAILABLE.
INFORMEDIX, INC.
SENIOR 12% CONVERTIBLE SECURED PROMISSORY NOTE
$25,000 August ___, 2002
FOR VALUE RECEIVED, the undersigned, Informedix, Inc., a
Delaware corporation ("Payor"), having its executive office and principal place
of business at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000 hereby
promises to pay to Xxxxxxx X. Xxxxxx ("Payee"), having an address at 00 Xxxxxxx
Xxxxxx Xxxx, Xxx Xxxxx, XX 00000, at Payee's address set forth above (or at such
other place as Payee may from time to time hereafter direct by notice in writing
to Payor), the principal sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), 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, on the first to occur of the
following dates: (i): January 24, 2003, (the "Maturity Date"); (ii) the date on
which the outstanding principal amount of this Note is prepaid in full as
hereinafter permitted(the "Prepayment Date"); (iii) the date on which a debt or
equity financing of $1,500,000 or more is closed (the "Financing Date"); and
(iv) any other date on which any principal amount of, or accrued unpaid interest
on, this Note is declared to be, or becomes, due and payable pursuant to its
terms prior to the Maturity Date (the "Acceleration Date"). The $25,000 shall be
advanced to InforMedix upon the signing of this Note.
1. Interest And Payment.
1.1. The principal amount of this Note outstanding from time
to time shall bear simple interest at the annual rate (the "Note Rate") of
twelve percent (12%) from the date hereof through the earliest to occur of (i)
the Maturity Date; (ii) the Prepayment Date; (iii) the Acceleration Date; and
(iv) the Financing Date.
1.2. Interest accrued on this Note shall be payable not later
than, on the earliest to occur of (i) the Maturity Date; (ii) the Prepayment
Date; (iii) the Acceleration Date; and (iv) the Financing Date.
1.3. All payments made by the Payor on this Note shall be
applied first to the payment of accrued unpaid interest on this Note and then to
the reduction of the unpaid principal balance of this Note.
1.4. If payment of the outstanding principal amount this Note,
together with accrued unpaid interest thereon at the Note Rate, is not made on
the earliest to occur of (i) the Maturity Date, (ii) the Prepayment Date,(iii)
the Acceleration Date, and (iv) the Investment Date, then interest shall accrue
on the outstanding principal amount due under this Note and on any unpaid
accrued interest due on this Note from and after such date of default to the
date of the payment in full of such amounts (including from and after the date
of the entry of judgment in favor of Payee in an action to collect this Note) at
an annual rate equal to the lesser of 18% or the maximum rate of interest
permitted by applicable law (the "Maximum Rate").
1.5. In no event shall Payee be entitled to receive interest,
however characterized and including other consideration received in connection
with this Note, at an effective rate in excess of the Maximum Rate. In the event
that a court of competent jurisdiction determines that such amounts paid or
agreed to be paid by Payor in connection with this Note causes the effective
interest rate on this Note to exceed the Maximum Rate, such interest or other
consideration shall automatically be reduced to a rate which results in an
effective interest rate under this Note equal to the Maximum Rate over the term
hereof, and, in such event, any amounts received by Payee deemed to constitute
excessive interest shall be applied first to the payment of accrued unpaid
interest on this Note and then to the reduction of the unpaid principal balance
of this Note.
1.6. In the event that the date for the payment of any amount
payable under this Note falls due on a Saturday, Sunday or public holiday under
the laws of the State of New York, the time for payment of such amount shall be
extended to the next succeeding business day and interest at the Note Rate shall
continue to accrue on any principal amount so effected until the payment thereof
on such extended due date.
2. Replacement Of Note.
2.1. In the event that this Note is mutilated, destroyed, lost
or stolen, Payor shall, at its sole expense, execute, register and deliver a new
Note, in exchange and substitution for this Note, if mutilated, or in lieu of
and substitution for this Note, if destroyed, lost or stolen. In the case of
destruction, loss or theft, Payee shall furnish to Payor indemnity reasonably
satisfactory to Payor, and in any such case, and in the case of mutilation,
Payee shall also furnish to Payor evidence to its reasonable satisfaction of the
mutilation, destruction, loss or theft of this Note and of the ownership
thereof. Any replacement Note so issued shall be in the same outstanding
principal amount as this Note and dated the date to which interest shall have
been paid on this Note or, if no interest shall have yet been paid, dated the
date of this Note.
2.2. Every Note issued pursuant to the provisions of Section
2.1 above in substitution for this Note shall constitute an additional
contractual obligation of the Payor, whether or not this Note shall be found at
any time or be enforceable by anyone.
3. Prepayment. This Note may be prepaid at any time on thirty (30) days
prior written notice to Payee. With the consent of the holder of this Note, the
principal amount of this Note may be prepaid in whole at any time, or in part
from time to time, without penalty or premium, together with interest thereon
accrued through the Prepayment Date. Each partial prepayment of this Note shall
first be applied to interest accrued through the Prepayment Date and then to
principal.
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4. Covenants of Payor.
(a) Payor covenants and agrees that, so long as this
Note remains outstanding and unpaid, in whole or in part:
4.1. Payor will not sell, transfer or in any other manner
alienate or dispose of a material part of its assets;
4.2. Payor will not make any loan to any person who is or
becomes a shareholder or executive employee of Payor, other than for reasonable
advances for expenses in the ordinary course of business;
4.3. Payor will promptly pay and discharge all lawful taxes,
assessments and governmental charges or levies imposed upon it, its income and
profits, or any of its property, before the same shall become in default, as
well as all lawful claims for labor, materials and supplies which, if unpaid,
might become a lien or charge upon such properties or any part thereof;
provided, however, that Payor or such subsidiary shall not be required to pay
and discharge any such tax, assessment, charge, levy or claim so long as the
validity thereof shall be contested in good faith by appropriate proceedings and
Payor or such subsidiary, as the case may be, shall set aside on its books
adequate reserves with respect to any such tax, assessment, charge, levy or
claim so contested;
4.4. Payor will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises and substantially comply with all laws applicable to Payor as its
counsel may advise;
4.5. Payor will at all times maintain, preserve, protect and
keep its property used or useful in the conduct of its business in good repair,
working order and condition (except for the effects of reasonable wear and tear
in the ordinary course of business) and will, from time to time, make all
necessary and proper repairs, renewals, replacements, betterments and
improvements thereto;
4.6. Payor will keep adequately insured, by financially sound
reputable insurers, all property of a character usually insured by similar
corporations and carry such other insurance as is usually carried by similar
corporations;
4.7. Payor will, promptly following the occurrence of an Event
of Default or of any condition or event which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default, furnish a statement
of Payor's President or Chief Financial Officer to Payee setting forth the
details of such Event of Default or condition or event and the action which
Payor intends to take with respect thereto;
4.8. Payor will, and will cause each of its subsidiaries to,
at all times maintain books of account in which all of its financial
transactions are duly recorded in conformance with generally accepted accounting
principles; and
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4.9. Payor will not purchase or otherwise redeem any Common
Stock; nor issue any Common Stock except pursuant to a public offering of the
Payor's Common Stock, or the conversion of this Note in accordance with its
terms, or upon the exercise of Warrants issued simultaneously with the issuance
of this Note. Warrants shall be issued to the holder of each Note simultaneously
with the execution of each Note in the ratio of one Warrant for each one dollar
of principal sum of such Note. Each Warrant shall entitle the Holder thereof to
acquire a share of Payor's Common Stock for $1.50.
4.10. Payor will apply the proceeds of this loan only to make
the payments specified in Schedule A hereto.
(b) Notwithstanding any provision of Article 4(a),
Payor may merge with or become a wholly-owned subsidiary of a
publicly traded corporation and may arrange for financing from
Xxxxxx + Xxxxx in excess of $350,000, from Rockwell Capital in
the amount of $400,000, and from other investors provided that
any such additional financing shall be parri passu with the
principal amount of this Note and not senior thereto.
5. Events of Default. If any of the following events (each an "Event of
Default") occurs:
5.1. The dissolution of Payor or any vote in favor thereof by
the board of directors and shareholders of Payor; or
5.2. Payor makes an assignment for the benefit of creditors,
or files with a court of competent jurisdiction an application for appointment
of a receiver or similar official with respect to it or any substantial part of
its assets, or Payor files a petition seeking relief under any provision of the
Federal Bankruptcy Code or any other federal or state statute now or hereafter
in effect affording relief to debtors, or any such application or petition is
filed against Payor, which application or petition is not dismissed or withdrawn
within sixty (60) days from the date of its filing; or
5.3. Payor fails to pay the principal amount, or interest on,
or any other amount payable under, this Note as and when the same becomes due
and payable; or
5.4. Payor admits in writing its inability to pay its debts as
they mature; or
5.5. Payor sells all or substantially all of its assets or
merges or is consolidated with or into another corporation; other than a merger
with or into a publicly traded corporation, or
5.6. A proceeding is commenced to foreclose a security
interest or lien in any property or assets of Payor as a result of a default in
the payment or performance of any debt (in excess of $15,000 and secured by such
property or assets) of Payor or of any subsidiary of Payor; or
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5.7. A final judgment for the payment of money in excess of
$15,000 is entered against Payor by a court of competent jurisdiction, and such
judgment is not discharged (nor the discharge thereof duly provided for) in
accordance with its terms, nor a stay of execution thereof procured, within
thirty (30) days after the date such judgment is entered, and, within such
period (or such longer period during which execution of such judgment is
effectively stayed), an appeal therefrom has not been prosecuted and the
execution thereof caused to be stayed during such appeal; or
5.8. An attachment or garnishment is levied against the assets
or properties of Payor or any subsidiary of Payor involving an amount in excess
of $15,000 and such levy is not vacated, bonded or otherwise terminated within
thirty (30) days after the date of its effectiveness; or
5.9. Payor defaults in the due observance or performance of
any covenant, condition or agreement on the part of Payor to be observed or
performed pursuant to the terms of this Note (other than the default specified
in Section 5.3 above) and such default continues uncured for a period of thirty
(30) days; or
5.10. Payor defaults in the payment (regardless of amount)
when due of the principal of, interest on, or any other liability on account of,
any indebtedness of Payor having a face or principal amount in excess of
$15,000, or a default occurs in the performance or observance by Payor of any
covenant or condition (other than for the payment of money) contained in any
note or agreement evidencing or pertaining to any such indebtedness, which
causes the maturity of such indebtedness to be accelerated or permits the holder
or holders of such indebtedness to declare the same to be due prior to the
stated maturity thereof; or
5.11. Payor does not proceed with a reverse takeover into a
public shell by the Maturity Date for any reason whatsoever;
then, upon the occurrence of any such Event of Default and at any time
thereafter, the holder of this Note shall have the right (at such holder's
option) to declare the principal of, accrued unpaid interest on, and all other
amounts payable under this Note to be forthwith due and payable, whereupon all
such amounts shall be immediately due and payable to the holder of this Note,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived; provided, however, that in case of the occurrence
of an Event of Default under any of Sections 5.1, 5.2 or 5.4 above, such amounts
shall become immediately due and payable without any such declaration by the
holder of this Note.
6. Conversion.
6.1. At any time prior to the Maturity Date, and at any time
prior to the Prepayment Date, the Acceleration Date, and the Financing Date,
provided that Payor shall give Payee not less than five (5) days prior written
notice of any such dates or the event triggering the Acceleration Date, the
Prepayment Date, or the Financing Date, the Payee may, at its sole option,
exercisable in writing to the Payor at its address set forth above, convert the
principal amount of this Note, together with accrued unpaid interest thereon,
outstanding (the "Conversion Option") at the close of business on the date of
such exercise (the "Effective Date") convert, in whole or in part, the then
outstanding principal amount of this Note, together with accrued unpaid interest
thereon (the "Optional Conversion"), into, fully paid and nonassessable shares
of Common Stock (the "Conversion Shares") at the purchase price of one dollar
per share of Common Stock of Payor, subject to adjustment in accordance with the
anti-acceleration provisions set for in this Section 6.
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6.2. To exercise the Conversion Option, the holder hereof
shall give written notice to Payor that it elects to convert the principal
amount of this Note, together with accrued unpaid interest thereon, into
Conversion Shares in accordance with the provisions of Section 6.1 above (the
"Conversion Notice"). The Conversion Notice shall specify the name or names in
which the holder wishes the certificates for the Conversion Shares to be
registered, together with the address or addresses of the persons so named,
provided such Conversion Shares may not be registered in the name of a person or
persons other than the holder of this Note unless the holder and such other
person first comply with all applicable restrictions on the transfer of
Conversion Shares.
6.3. Promptly after the delivery of the Conversion Notice to
Payor, Payor shall cause to be delivered to the holder and/or Payor's designees'
certificates representing the number of Conversion Shares into which this Note
is being converted rounded up to the nearest whole share in the case of any
fractional share.
Conversion of this Note shall be deemed to have been made at
the close of business on the date the Conversion Notice is delivered to Payor,
so that interest shall not accrue from and after such date on the principal
amount of this Note converted and the person or persons entitled to receive
Conversion Shares upon such conversion shall be treated for all purposes as
having been the record holder or holders thereof at such time and such
conversion shall be at the Conversion Rate in effect at such time. The issuance
of certificates for Conversion Shares upon conversion of this Note shall be made
without charge to the holder of this Note for any tax in respect of the issuance
of such certificates. Upon Payor's (i) delivery of the certificates for the
Conversion Shares to the holder of this Note and/or its designees and (ii)
payment of the cash adjustment, if any, due to the holder of this Note pursuant
to the terms of this Article 6, the holder of this Note shall surrender this
Note to Payor.
6.4. Payor shall at all times keep available out of its
authorized but unissued shares of Common Stock, solely for effecting the
conversion of this Note, the full number of whole Conversion Shares then
deliverable upon conversion of the entire principal amount of this Note, and
accrued unpaid interest thereon, at the time outstanding. Payor shall take at
all times such corporate action as shall be necessary in order that Payor may
validly and legally issue fully paid and nonassessable shares of Common Stock in
accordance with the provisions of this Article 6.
6.5. In the event Payor at any time or from time to time shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or distribution payable in securities of
Payor other than Common Stock, then, and in each such event, provisions shall be
made so that the holder of this Note shall receive upon conversion thereof, in
addition to the number of Conversion Shares receivable thereupon, the amount of
securities of Payor which such holder would have received had this Note been
converted into shares of Common Stock on the date of such event and had the
holder retained such securities thereafter, during the period from the date of
such event to and including the conversion date, giving effect to all
adjustments to the Conversion Rate during such period with respect to the rights
of the holder of this Note.
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6.6. If the shares of Common Stock issuable upon the
conversion of this Note shall be changed into the same or a different number of
shares of any class or classes of stock, whether by capital reorganization,
reclassification or otherwise, then and in each such event the holder of this
Note shall have the right thereafter to convert this Note into the kind and
amount of shares of stock and other securities and property receivable upon such
reorganization, reclassification or other change, by holders of the number of
shares of Common Stock into which this Note might have been converted
immediately prior to such reorganization, reclassification or change, all
subject to further adjustment as provided herein.
6.7. In the event of:
(1) any taking by Payor of a record of any of the holders
of any class of securities for any purpose, including, but not limited to,
determining the holders who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right; or
(2) any meeting of holders of any class of securities of
Payor or any action by holders of any class of securities of Payor without a
meeting; or
(3) any capital reorganization of Payor, any
reclassification of recapitalization of the capital stock of Payor or any
transfer of all or substantially all of the assets of Payor to or consolidation
or merger of Payor with or into any other person; or
(4) any proposed issue or grant by Payor to the holders
of Common Stock of any shares of stock of any class or any other securities
(including but not limited to convertible securities), or any right or option to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities;
(5) any proposed sale of Common Stock in the manner
described in Section 6.07, then and in such event, Payor will mail or cause to
be mailed to the holder of record of this Note a notice specifying (i) the date
on which any such record is or was to be taken and the purpose therefor, (ii)
the date and purpose of any shareholders meeting or proposed shareholders action
without meeting, (iii) the date on which any such sale, reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock are to surrender
or exchange such shares of Common Stock for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up and (iv)
the amount and character of any stock or other securities, or rights or options
with respect thereto, proposed to be issued or granted, the date of such
proposed issue or grant and the persons or class of persons to whom such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least fifteen (15) days prior to the record date, shareholders meeting (or
shareholders action without meeting) or other event specified in this Section
6.8
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7. Security For Payment. The payment obligations of Payor and the
collection rights of Payee under this Note are secured by the pledge to Payee of
certain assets of Payor pursuant to the terms of the Intellectual Property
Security Agreement between Payor and Payee of even date herewith.
8. Piggyback Registration Rights. If at any time the Payor shall
determine to register for its own account or the account of others under the
Securities Act (including without limitation pursuant to the registration of any
stockholder of the Company) any of its equity securities, other than on Form S-8
or Form S-4 or their then equivalents (a "Piggyback Registration"), it shall
send to each holder of a Note or of Conversion Shares, written notice of such
determination and, if within fifteen (15) days after receipt of such notice,
such holders shall so request in writing, the Payor shall use its diligent
efforts to include in such registration statement all or any part of the shares
of Common Stock or other securities issued or issuable upon conversion of this
Note ("Registrable Shares") such holder requests to be registered, except that
if, in connection with any offering involving an underwriting of Common Stock to
be issued by the Payor the managing underwriter shall impose a limitation on the
number of shares of Common Stock which may be included in the Registration
statement because, in its judgment, such limitation is necessary to effect an
orderly public distribution, then the Payor shall be obligated to include in
such registration statement only such limited portion (or none, if so required
by the managing underwriter) of the Regis ratable Shares with respect to which
such holder has requested inclusion hereunder.
9. Seniority. The rights of the Payee hereunder shall not be
subordinate or; prior to any other indebtedness of the Payee. Notwithstanding
the foregoing, at Payor's election the rights of Payee hereunder may be
subordinated as to security and as to payment to up to $350,000 of secured debt
of Payee to Xxxxxx + Xxxxx pursuant to the terms of a subordination agreement
acceptable to Payor in its reasonable discretion.
10. Suits for Enforcement and Remedies. If any one or more Events of
Default shall occur and be continuing, the Payee may proceed to (i) protect and
enforce Payee's rights either by suit in equity or by action at law, or both,
whether for the specific performance of any covenant, condition or agreement
contained in this Note or in any agreement or document referred to herein or in
aid of the exercise of any power granted in this Note or in any agreement or
document referred to herein, (ii) enforce the payment of this Note, or (iii)
enforce any other legal or equitable right of the holder of this Note. No right
or remedy herein or in any other agreement or instrument conferred upon the
holder of this Note is intended to be exclusive of any other right or remedy,
and each and every such right or remedy shall be cumulative and shall be in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.
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11. Unconditional Obligation; Fees, Waivers, Other.
11.1. The obligations to make the payments provided for in
this Note are absolute and unconditional and not subject to any defense,
set-off, counterclaim, rescission, recoupment or adjustment whatsoever.
11.2. If, following the occurrence of an Event of Default,
Payee shall seek to enforce the collection of any amount of principal of and/or
interest on this Note, there shall be immediately due and payable from Payor, in
addition to the then unpaid principal of, and accrued unpaid interest on, this
Note, all costs and expenses incurred by Payee in connection therewith,
including, without limitation, reasonable attorneys' fees and disbursements.
11.3. No forbearance, indulgence, delay or failure to exercise
any right or remedy with respect to this Note shall operate as a waiver or as an
acquiescence in any default, nor shall any single or partial exercise of any
right or remedy preclude any other or further exercise thereof or the exercise
of any other right or remedy.
11.4. This Note may not be modified or discharged (other than
by payment or conversion) except by a writing duly executed by Payor and Payee.
11.5. Payor hereby expressly waives demand and presentment for
payment, notice of nonpayment, notice of dishonor, protest, notice of protest,
bringing of suit, and diligence in taking any action to collect amounts called
for hereunder, and shall be directly and primarily liable for the payment of all
sums owing and to be owing hereon, regardless of and without any notice,
diligence, act or omission with respect to the collection of any amount called
for hereunder or in connection with any right, lien, interest or property at any
and all times which Payee had or is existing as security for any amount called
for hereunder.
11.6. Payor shall bear all of its expenses, including
attorneys' fees, incurred in connection with the preparation of this Note.
12. Restriction on Transfer. This Note has been acquired for
investment, and neither this Note nor any of the Conversion Shares have been
registered under the securities laws of the United States of America or any
state thereof. Accordingly, no interest in this Note, nor any of the Conversion
Shares, may be offered for sale, sold or transferred in the absence of
registration and qualification of this Note or the Conversion Shares, as the
case may be, under applicable federal and state securities laws or an opinion of
counsel of Payee reasonably satisfactory to Payor that such registration and
qualification are not required. The Conversion Shares are subject to a
Registration Rights Agreement dated as of the date hereof between Payor and
Payee.
13. Miscellaneous.
13.1. The headings of the various paragraphs of this Note are
for convenience of reference only and shall in no way modify any of the terms or
provisions of this Note.
13.2. All notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by registered or certified mail (return receipt requested,
postage prepaid), facsimile transmission or overnight courier to the address of
the intended recipient as set forth in the preamble to this Note or at such
other address as the intended recipient shall have hereafter given to the other
party hereto pursuant to the provisions of this Note.
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13.3. This Note and the obligations of Payor and the rights of
Payee shall be governed by and construed in accordance with the substantive laws
of the State of New York without giving effect to the choice of laws rules
thereof.
13.4. Payor (i) agrees that any legal suit, action or
proceeding arising out of or relating to this Note shall be instituted
exclusively in the New York State Supreme Court, County of New York or in the
United States District Court for the Southern District of New York, (ii) waives
any objection which Payor may have now or hereafter based upon forum non
conveniens or to the venue of any such suit, action or proceeding, and (iii)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York and the United States District Court for the Southern
District of New York in any such suit, action or proceeding. Payor further
agrees to accept and acknowledge service of any and all process which may be
served in any such suit, action or proceeding in the New York State Supreme
Court, County of New York or in the United States District Court for the
Southern District of New York and agrees that service of process upon the Payor,
mailed by certified mail to the Payor's address, will be deemed in every respect
effective service of process upon Payor, in any suit, action or proceeding.
FURTHER, PAYOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION TO ENFORCE THIS NOTE
AND IN CONNECTION WITH ANY DEFENSE, COUNTERCLAIM OR CROSSCLAIM ASSERTED IN ANY
SUCH ACTION.
13.5. This Note shall bind Payor and its successors and
assigns.
INFORMEDIX, INC.
By: /s/ Xxxxx Xxxx
-------------------------------------
Name: Xxxxx Xxxx
Title: Chief Executive Officer
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SCHEDULE A
USE OF PROCEEDS
The $25,000 of proceeds shall be applied for general working capital
purposes.
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