EXHIBIT 10.16
CLASS A NOTE
$100.00 Dated: As of September 29, 1995
Los Angeles, California
For value received and intending to be legally bound, Poly U/A Systems,
Inc., a Delaware corporation ("Debtor"), promises to pay to International Remote
Imaging Systems, Inc., a Delaware corporation ("Lender"), the principal amount
of One Hundred Dollars ($100.00) without interest on the one hundred twenty
first (121st) day after termination of the Research and Development Agreement by
and between Debtor and Lender to be entered into at the closing of the offering
by Debtor of Units, each Unit consisting of two thousand shares of callable
common stock, $.01 par value, of Debtor and one warrant, each warrant entitling
the holder thereof to purchase four thousand shares of common stock, $.01 par
value, of Lender.
Debtor's obligations under this Class A Note shall be unconditional. This
Class A Note may not be prepaid in whole or in part for any reason.
Failure to pay any amount due under this Class A Note within five (5) days
after such amount becomes due shall constitute an event of default. Upon an
event of default, all sums due under this Class A Note shall become due and
payable, and commencing on the date such default occurs, shall bear and accrue
interest at a rate equal to the lesser of (i) ten percent (10%) per annum or
(ii) the maximum rate permissible under applicable law.
Debtor shall not, without the consent of Lender, while this Class A Note is
outstanding, (i) issue (by sale or otherwise) any shares of its capital stock,
(ii) merge, consolidate or reorganize with or into any other corporation or
other entity, (iii) sell, lease, transfer or otherwise dispose of all or
substantially all of its assets, (iv) declare or pay dividends, (v) redeem,
retire, repurchase or otherwise reacquire any shares of its capital stock, (vi)
borrow any funds in the aggregate in excess of Twenty-Five Thousand Dollars
($25,000.00), (vii) grant any options, warrants or other rights with respect to
its capital stock, (viii) undertake any voluntary dissolution or liquidation,
(ix) amend its Certificate of Incorporation or (x) commit to take any of the
foregoing actions.
This Class A Note may not be assigned or otherwise transferred, except that
Lender may, without the prior written consent of Debtor, assign or otherwise
transfer this Class A Note, by operation of law or otherwise, (a) to any person
or entity to which Xxxxxx has assigned, sold, leased, transferred or otherwise
disposed of all or substantially all of the assets of Lender, (b) to any
successor corporation resulting from any merger or consolidation of Lender with
or into another corporation or (c) to any wholly-owned subsidiary of Lender.
Lender shall provide written notice to Debtor of any such assignment or transfer
setting forth the identity and address of the assignee or transferee and
summarizing the terms of the assignment or transfer.
Subject to the foregoing, this Class A Note shall inure to the benefit of
Lender and shall be binding upon Debtor and its permitted successors and
assigns. This Note is Xxxxxx's Class A Note referenced in Article FIVE of the
Certificate of Incorporation of the Debtor filed with the Secretary of the State
of the State of Delaware on the 16th day of June, 1995, and is entitled to the
benefits thereof. This Class A Note shall be governed by and construed under
the laws of the State of Delaware.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By:
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Xxxx X. Xxxxxxxxxxx, Chairman of the Board,
President and Chief Executive Officer
POLY U/A SYSTEMS, INC.
By:
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Xxxx X. Xxxxxxxxxxx, President
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