EXHIBIT A
TO LOAN AGREEMENT
PROMISSORY NOTE
U.S.$500,000.00 May 1, 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx
The undersigned POSITRON CORPORATION, a corporation organized and validly
existing under the laws of the State of Texas, for value received, hereby
unconditionally promises to pay to the order of IMATRON INC. (the "Payee") at
000 Xxxxxx Xxxxx Xxxx., Xx. Xxx Xxxxxxxxx, XX 00000, in lawful money of the
United States of America and in immediately available funds, the principal
amount of FIVE HUNDRED THOUSAND U.S. DOLLARS, or, if less, the aggregate unpaid
principal amount of all Loans (as more fully shown on the grid attached hereto
and made a part hereof), with interest on the principal amount hereof remaining
from time to time unpaid at such interest rates and payable at such times as
provided in the Loan Agreement. Notwithstanding the foregoing, Borrower hereby
authorizes Lender to record and adjust, on the grid attached hereto, the
principal amount of Loans, principal payments and balances by Borrower under the
Loan Agreement.
This Note evidences Loans by the Payee to the undersigned pursuant to the
Loan Agreement between the undersigned and the Payee dated as of April ____,
1998 (the "Loan Agreement") as from time to time may be amended, restated,
replaced, supplemented, substituted for or renewed, and the holder of this Note
is entitled to the benefits thereof. Each term defined in the Loan Agreement and
not otherwise defined herein shall have the same definition when used herein.
The principal hereof (together with any accrued but unpaid interest) shall
become forthwith due and payable as provided in the Loan Agreement. Payments
hereunder not made when due shall bear interest as provided in the Loan
Agreement. Rights of Borrower, if any, to prepay the Note are set forth in the
Loan Agreement.
All payments made pursuant to the terms of this Note shall be made free and
clear of, and without deduction for, withholding, setoff or counterclaim of any
kind.
Neither the failure on the part of the holder of this Note in exercising
any right or remedy nor any single or partial exercise or the exercise of any
other right or remedy shall operate as any waiver. No amendment hereunder shall
be effective unless in writing signed by the undersigned and holder of this Note
and no waiver hereunder shall be effective unless in writing, signed by the
party to be charged. The undersigned hereby waives demand for payment,
presentment, protest and notice of any kind in connection with the delivery,
acceptance, performance, default or enforcement of this Note and hereby consents
to any extensions of time, renewals, releases of any party to this Note, waivers
or modifications that may be granted or consented to by the holder of this Note
in respect of the time of payment or any other matter. Anything contained in
this Note to the contrary notwithstanding, in the event that any payment of
interest hereunder shall exceed the legal limit, such amount in excess of such
limit shall be deemed a payment of principal hereunder.
The terms and provisions hereof shall inure to the benefit of, and be
binding upon, the respective successors and assigns of the undersigned and
Payee. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT
OF LAWS THEREOF.
IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be
executed by its authorized representative, who certifies that he has all
necessary authority on behalf of the undersigned to execute this Promissory Note
and bind the undersigned to the terms hereof.
POSITRON CORPORATION
By:
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Its:
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ATTEST: By:
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Its:
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