THIS NOTE HAS BEEN ISSUED WITHOUT REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT (A) SUCH REGISTRATION AND...Note Agreement • February 25th, 2014 • Glowpoint, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT, DATED AS OF OCTOBER 17, 2013 (AS IN EFFECT FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), BY AND AMONG MAKER (AS DEFINED BELOW), PAYEE (AS DEFINED BELOW), SENIOR LENDER (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND MAIN STREET CAPITAL CORPORATION, AS AGENT, WHICH AGREEMENT IS INCORPORATED HEREIN BY REFERENCE. THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT) IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SUBORDINATION AGREEMENT. EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES THAT THE PRINCIPAL OF AND INTEREST ON THE INDEBTEDNESS CREATED OR EVIDENCED BY THIS NOTE SHALL NOT BECOME DUE OR PAYABLE EXCEPT TO THE EXTENT PERMITTED BY THE SUBORDINATION AND OTHER PROVISIONS SET FORTH HEREIN AND IRREVOCABLY AGREES TO BE BOUND BY THE SUBORDINATION AND OTHER PROVISIONS SET FORTH IN THE SUBORDINATION AGREEMENT.
