Contract analysis

Section 1. Definitions As used in this Note, the following terms shall have the meanings set forth below: "Board" means the Board of Directors of the Company. "Change of Control" means the occurrence of any of the following events: (a) any merger, consolidation, or other business combination of the Company with or into another entity in which the stockholders of the Company immediately prior to such transaction hold

Section 2. Interest (a) Interest Rate. Interest shall accrue on the outstanding principal amount of this Note (including any principal amount increased by the capitalization of interest pursuant to Section 2(b) below) at a rate of six percent (6.0%) per annum, simple interest, computed on the basis of a three hundred sixty-five (365)-day year and actual days elapsed. Interest shall accrue from and including the Closi

Section 3. Maturity and Repayment (a) Maturity Date. Unless earlier converted pursuant to Section 4 hereof or repaid in connection with a Change of Control pursuant to Section 5 hereof, the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest added to principal pursuant to Section 2(b)), shall be due and payable in full on the

Section 4. Conversion (a) Automatic Conversion Upon Qualified Financing. Upon the closing of a Qualified Financing, the outstanding principal amount of this Note, together with all accrued and unpaid interest thereon (including all capitalized PIK interest added to principal pursuant to Section 2(b) and any additional accrued and unpaid interest added pursuant to Section 2(c)), shall automatically and without any fur

Section 5. Change of Control (a) Holder Election Upon Change of Control. Upon a Change of Control, the Company shall provide written notice to the Holder at least fifteen (15) business days prior to the anticipated closing date of such Change of Control transaction (the "Change of Control Notice"). The Change of Control Notice shall describe in reasonable detail the material terms and conditions of the Change of Cont

Section 6. Events of Default (a) Events of Default Defined. Each of the following events shall constitute an "Event of Default" under this Note: (i) Payment Default. The failure by the Company to pay any amount of principal or interest due under this Note within five (5) business days after the date on which such payment becomes due and payable (whether at the Maturity Date, upon acceleration, or otherwise); (ii) Bre

Section 7. Covenants The Company hereby covenants and agrees with the Holder as follows, which covenants are in addition to and not in limitation of the covenants set forth in the Purchase Agreement: (a) Information Rights. The Company shall deliver to the Holder the following financial and operating information: (i) unaudited quarterly financial statements (including a balance sheet, income statement, and statement

Section 8. Seniority and Subordination This Note is a senior unsecured obligation of the Company. The obligations of the Company under this Note shall rank senior in right of payment to all existing and future equity securities of the Company (including Common Stock and Preferred Stock) and all securities convertible into or exchangeable for equity securities of the Company. This Note shall rank pari passu in right o

Section 9. Transfer Restrictions (a) Restrictions on Transfer. This Note and the Conversion Shares issuable upon conversion hereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any applicable state securities laws, and are being offered and issued in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of

Section 10. Representations of the Holder The Holder hereby represents and warrants to the Company as follows, as of the date hereof and as of the date of any conversion of this Note: (a) Accredited Investor Status. The Holder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (b) Investment Intent. The Holder is acquiring this Note (and, upon conv

Section 11. Miscellaneous (a) Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. (b) Jurisdiction. Any suit, action, or proceeding arising out of or relating to this Note or the transactions contemplated here