Exhibit 4
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR GLOBALOPTIONS GROUP, INC. SHALL
HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THIS NOTE.
GLOBALOPTIONS GROUP, INC.
PROMISSORY NOTE
U.S. $ New York, New York
No.: PN- May 12, 2006
FOR VALUE RECEIVED, the undersigned, GlobalOptions Group, Inc., a Nevada
corporation (the "COMPANY"), hereby promises to pay to the order of
________________ or any future permitted holder of this promissory note (the
"PAYEE"), at the principal office of the Payee set forth herein, or at such
other place as the holder may designate in writing to the Company, the principal
sum of Two Million Dollars ($2,000,000) or such other amount as may be
outstanding hereunder, together with all accrued but unpaid interest, 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 and in immediately available
funds, as provided in this promissory note (the "NOTE").
1. PRINCIPAL AND INTEREST PAYMENTS; OPTIONAL REDEMPTION BY THE
COMPANY.
(a) The Company shall repay in full the entire principal balance then
outstanding under this Note on the first to occur (the "MATURITY DATE") of: (i)
the sale of convertible preferred stock by the Company with net proceeds to the
Company equal to or in excess of $11,000,000 (inclusive of any amounts exchanged
pursuant to Section 6 of this Note or other Notes in substantially similar form)
in which (A) the conversion price of such preferred stock is no greater than
$2.00 per share (subject to adjustments for stock splits, stock combinations or
other similar transactions), (B) the Company issues warrants (the "QUALIFIED
FINANCING WARRANTS") exercisable for a number of shares of the common stock of
the Company equal to no less than 25% of the total number of shares of common
stock issuable upon conversion of the preferred stock and with an exercise price
no greater than $2.50 (subject to adjustments for stock splits, stock
combinations or other similar transactions), and (C) the rights, preferences and
designations of such preferred stock are no less favorable than the rights,
preferences and designations of the Company's Series A Preferred Stock (a
"QUALIFIED FINANCING") or (ii) June 30, 2006; PROVIDED, HOWEVER, that the
Company may elect to extend the date specified in this clause (ii) to July 31,
2006 by delivering a notice (the "FIRST EXTENSION NOTICE") to the Payee no later
than June 28, 2006 of such election; PROVIDED, FURTHER, that the Company may
elect to further extend the date specified in this clause (ii) to August 31,
2006 by delivering a notice (the "SECOND EXTENSION NOTICE") to the Payee no
later than July 28, 2006 of such election. If the Company delivers the First
Extension Notice, the outstanding principal amount of this Note shall be
increased by an amount equal to 3% of the sum of the then outstanding principal
amount of the Note and any accrued but then unpaid interest (the "FIRST
EXTENSION Interest") and if the Company delivers the Second Extension Notice,
the outstanding principal amount of this Note shall be further increased by an
amount equal to 5% of the sum of the then outstanding principal amount of the
Note and any accrued but then unpaid interest (the "SECOND EXTENSION INTEREST"
and together with the FIRST EXTENSION INTEREST, "EXTENSION INTEREST"). In the
event that a Qualified Financing has not occurred prior to the date specified in
clause (ii) of the definition of Maturity Date, as such date may be extended as
specified above, then on the Maturity Date the Company shall repay this Note at
an amount equal to 115% of the outstanding principal balance of this Note plus
all accrued and unpaid interest on such principal.
(b) Interest on the outstanding principal balance of this Note shall
accrue at a rate of eight percent (8%) per annum. Interest on the outstanding
principal balance of the Note shall be computed on the basis of the actual
number of days elapsed and a year of three hundred and sixty (360) days and
shall be payable on the last day of each calendar quarter (an each, an "INTEREST
DATE") following the date hereof by the Company. Interest shall be capitalized
on and as of such Interest Date by adding it to the outstanding principal amount
of this Note ("CAPITALIZED INTEREST") unless the Payee elects to have such
interest payable in cash by delivering a written notice to the Company no less
than two (2) business days prior to such Interest Date, that the Company shall
pay all or such portion of interest due on such Interest Date in cash. For
purposes of this Note, all references to principal or the principal amount of
this Note shall also include the amount of any Capitalized Interest or any
Extension Interest thereon. Furthermore, upon the occurrence of an Event of
Default, then to the extent permitted by law, the Company will pay interest to
the Payee, payable on demand, on the outstanding principal balance of the Note
from the date of the Event of Default until payment in full at the rate of
twelve percent (12%) per annum.
(c) At the Company's sole option, the Company may pay or prepay, in
whole or in part, the outstanding principal amount of this Note plus all accrued
and unpaid interest at any time (an "OPTIONAL REDEMPTION"). The principal amount
of this Note subject to redemption pursuant to this Section 1(c) shall be
redeemed by the Company in cash at a price equal to 115% of the principal amount
of this Note being redeemed plus all accrued and unpaid interest on such
principal. The Company may exercise its right of Optional Redemption under this
Section 1(c) by delivering a written notice thereof by confirmed facsimile and
express courier service to the Payee (the "OPTIONAL REDEMPTION NOTICE"). The
Optional Redemption Notice shall be irrevocable. The Optional Redemption Notice
shall state (i) the date on which the Optional Redemption shall occur (the
"OPTIONAL REDEMPTION DATE") which date shall be no less than five (5) days from
the date of delivery of the Optional Redemption Notice and (ii) the outstanding
principal amount of this Note which the Company shall redeem pursuant to this
Section.
2. NON-BUSINESS DAYS. Whenever any payment to be made shall be due on
a Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment may be due on the next succeeding business day and such next
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succeeding day shall be included in the calculation of the amount of accrued
interest payable on such date.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Payee as follows:
(a) The Company has been duly incorporated and is validly existing and
in good standing under the laws of the state of Nevada, with full corporate
power and authority to own, lease and operate its properties and to conduct its
business as currently conducted.
(b) This Note has been duly authorized, validly executed and delivered
on behalf of the Company and is a valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy or
other laws affecting the enforcement of creditors' rights generally, and the
Company has full power and authority to execute and deliver this Note and to
perform its obligations hereunder.
(c) The execution, delivery and performance of this Note will not (i)
conflict with or result in a breach of or a default under any of the terms or
provisions of, (A) the Company's certificate of incorporation or by-laws, or (B)
any material provision of any indenture, mortgage, deed of trust or other
material agreement or instrument to which the Company is a party or by which it
or any of its material properties or assets is bound, (ii) result in a violation
of any material provision of any law, statute, rule, regulation, or any existing
applicable decree, judgment or order by any court, Federal or state regulatory
body, administrative agency, or other governmental body having jurisdiction over
the Company, or any of its material properties or assets or (iii) result in the
creation or imposition of any material lien, charge or encumbrance upon any
material property or assets of the Company or any of its subsidiaries pursuant
to the terms of any agreement or instrument to which any of them is a party or
by which any of them may be bound or to which any of their property or any of
them is subject.
(d) No consent, approval or authorization of or designation,
declaration or filing with any governmental authority on the part of the Company
is required in connection with the valid execution and delivery of this Note.
4. EVENTS OF DEFAULT. The occurrence of any of the following events
shall be an "EVENT OF DEFAULT" under this Note:
(a) the Company shall fail to make the payment of any amount of any
principal outstanding on the date such payment shall become due and payable
hereunder; or
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(b) the Company shall fail to make any payment of interest for a
period of three (3) business days after the date such interest shall become due
and payable hereunder; or
(c) any representation, warranty or certification made by the Company
herein or in any certificate or financial statement shall prove to have been
false or incorrect or breached in a material respect on the date as of which
made; or
(d) the holder of any indebtedness of the Company or any of its
subsidiaries shall accelerate any payment of any amount or amounts of principal
or interest on any indebtedness (the "INDEBTEDNESS") (other than the
Indebtedness hereunder) prior to its stated maturity or payment date the
aggregate principal amount of which Indebtedness of all such persons is in
excess of $1,000,000, whether such Indebtedness now exists or shall hereinafter
be created, and such accelerated payment entitles the holder thereof to
immediate payment of such Indebtedness which is due and owing and such
indebtedness has not been discharged in full or such acceleration has not been
stayed, rescinded or annulled within ten (10) business days of such
acceleration; or
(e) a judgment or order for the payment of money shall be rendered
against the Company or any of its subsidiaries in excess of $1,000,000 in the
aggregate (net of any applicable insurance coverage) for all such judgments or
orders against all such persons (treating any deductibles, self insurance or
retention as not so covered) that shall not be discharged, and all such
judgments and orders remain outstanding, and there shall be any period of sixty
(60) consecutive days following entry of the judgment or order in excess of
$1,000,000 or the judgment or order which causes the aggregate amount described
above to exceed $1,000,000 during which a stay of enforcement of such judgment
or order, by reason of a pending appeal or otherwise, shall not be in effect; or
(f) the Company shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property or assets, (ii) make a
general assignment for the benefit of its creditors, (iii) commence a voluntary
case under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), (iv) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law
affecting the enforcement of creditors' rights generally, (v) acquiesce in
writing to any petition filed against it in an involuntary case under the
Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic), or (vi) take any action under the laws of any jurisdiction (foreign
or domestic) analogous to any of the foregoing; or
(g) a proceeding or case shall be commenced in respect of the Company
or any of its subsidiaries without its application or consent, in any court of
competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium,
dissolution, winding up, or composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of it or
of all or any substantial part of its assets or (iii) similar relief in respect
of it under any law providing for the relief of debtors, and such proceeding or
case described in clause (i), (ii) or (iii) shall continue undismissed, or
unstayed and in effect, for a period of thirty (30) consecutive days or any
order for relief shall be entered in an involuntary case under the Bankruptcy
Code or under the comparable laws of any jurisdiction (foreign or domestic)
against the Company or any of its subsidiaries or action under the laws of any
jurisdiction (foreign or domestic) analogous to any of the foregoing shall be
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taken with respect to the Company or any of its subsidiaries and shall continue
undismissed, or unstayed and in effect for a period of thirty (30) consecutive
days; or
(h) the suspension from trading or the failure of the Common Stock of
the Company to be listed on the OTC Bulletin Board or a national exchange or
trading system for a period of five (5) consecutive trading days; or
(i) any Event of Default (as defined in such Indebtedness) occurs with
respect to any other Indebtedness issued by the Company that is held by the
Payee.
5. REMEDIES UPON AN EVENT OF DEFAULT. Promptly after the occurrence of
an Event of Default the Company shall deliver written notice thereof via
facsimile and express courier to the Payee (the "EVENT OF DEFAULT NOTICE"). At
any time after the earlier of the Payee's receipt of an Event of Default Notice
and the Payee becoming aware of an Event of Default and ending thirty (30) days
after written notice from the Company to the Payee that such Event of Default is
cured (which written notice shall provide satisfactory evidence that such Event
of Default has actually been cured), the Payee may declare all or any portion of
unpaid principal balance of this Note, together with all interest accrued
hereon, due and payable by delivering written notice thereof (the "EVENT OF
DEFAULT ACCELERATION NOTICE") to the Company which Event of Default Redemption
Notice shall indicate the portion of this Note the Payee is accelerating, and
thereupon, the same shall be accelerated and so due and payable. Each portion of
this Note accelerated pursuant to this Section 5 shall be repaid by the Company
at a price equal to 120% of the principal amount declared due and payable plus
any accrued and unpaid interest on such principal (the "EVENT OF DEFAULT
ACCELERATION AMOUNT"). The Event of Default Acceleration Amount shall be
immediately due and payable. No course of delay on the part of the Payee shall
operate as a waiver thereof or otherwise prejudice the right of the Payee. No
remedy conferred hereby shall be exclusive of any other remedy referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.
Notwithstanding the foregoing, Payee agrees that its rights and remedies
hereunder are limited to receipt of cash in the amounts described herein.
6. EXCHANGE. Upon the consummation of a Qualified Financing, the Payee
shall have the option, in its sole discretion, to exchange this Note for the
securities issued in such Qualified Financing, subject to the definitive
documentation with respect to such Qualified Financing, including, without
limitation, the form of purchase and sale agreement, registration rights
agreement and Qualified Financing Warrant, being reasonably acceptable to the
Payee. In the event the Payee exercises such option, this Note shall purchase
such securities at a price equal to 115% of the principal amount of this Note
being exchanged plus accrued and unpaid interest on such principal. In addition,
to the extent the Payee participates in such Qualified Financing, such Payee
shall be entitled to receive 125% of the total number of Qualified Financing
Warrants on terms no less favorable to such Payee as the terms contained in such
Qualified Financing Warrants.
7. CHANGE OF CONTROL REDEMPTION. No sooner than fifteen (15) days nor
later than ten (10) days prior to the consummation of a Change of Control, but
not prior to the public announcement of such Change of Control (as defined
below), the Company shall deliver written notice thereof via facsimile and
overnight courier to the Payee (a "CHANGE OF CONTROL NOTICE"). At any time
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during the period beginning after the Payee's receipt of a Change of Control
Notice and ending on the date that is twenty (20) business days after the
consummation of such Change of Control, the Payee may require the Company to
redeem all or any portion of this Note by delivering written notice thereof
("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company, which Change of Control
Redemption Notice shall indicate the principal amount the Payee is electing to
redeem. The portion of this Note subject to redemption pursuant to this Section
7 shall be redeemed by the Company in cash at a price equal to 120% of the
principal amount being redeemed plus the amount of any accrued but unpaid
interest on such principal through the date of such redemption payment. To the
extent redemptions required by this Section 7 are deemed or determined by a
court of competent jurisdiction to be prepayments of the Note by the Company,
such redemptions shall be deemed to be voluntary prepayments. The parties hereto
agree that in the event of the Company's redemption of any portion of the Note
under this Section 7, the Payee's damages would be uncertain and difficult to
estimate because of the parties' inability to predict future interest rates and
the uncertainty of the availability of a suitable substitute investment
opportunity for the Payee. Accordingly, any redemption premium due under this
Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable
estimate of the Payee's actual loss of its investment opportunity and not as a
penalty. For purposes of this Note, (A) "CHANGE OF CONTROL" means any
Fundamental Transaction other than (1) any reorganization, recapitalization or
reclassification of the Common Stock in which holders of the Company's voting
power immediately prior to such reorganization, recapitalization or
reclassification continue after such reorganization, recapitalization or
reclassification to hold publicly traded securities and, directly or indirectly,
the voting power of the surviving entity or entities necessary to elect a
majority of the members of the board of directors (or their equivalent if other
than a corporation) of such entity or entities, or (2) pursuant to a migratory
merger effected solely for the purpose of changing the jurisdiction of
incorporation of the Company, (B) "FUNDAMENTAL TRANSACTION" means that the
Company shall, directly or indirectly, in one or more related transactions, (1)
consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Person, or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
to another Person, or (3) allow another Person or Persons to make a purchase,
tender or exchange offer that is accepted by the holders of more than the 50% of
the outstanding shares of Voting Stock (not including any shares of Voting Stock
held by the Person or Persons making or party to, or associated or affiliated
with the Person or Persons making or party to, such purchase, tender or exchange
offer), or (4) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than the 50% of either the outstanding shares of Voting Stock (not
including any shares of Voting Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or
party to, such stock purchase agreement or other business combination), (5)
reorganize, recapitalize or reclassify its Common Stock or (6) any "person" or
"group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or shall become the "beneficial
owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of 50% of the aggregate Voting Stock of the
Company and (C) "PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, any other entity and a government or any department or agency
thereof.
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8. REPLACEMENT. Upon receipt of a duly executed, notarized and
unsecured written statement from the Payee with respect to the loss, theft or
destruction of this Note (or any replacement hereof), and without requiring an
indemnity bond or other security, or, in the case of a mutilation of this Note,
upon surrender and cancellation of such Note, the Company shall issue a new
Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.
9. SUBORDINATION. This Note is subject to the provisions of the
Subordination Agreement, entered into as of the date hereof, between the Payee
and Silicon Valley Bank.
10. PARTIES IN INTEREST, TRANSFERABILITY. This Note shall be binding
upon the Company and its successors and assigns and the terms hereof shall inure
to the benefit of the Payee and its successors and permitted assigns. This Note
may be transferred or sold or pledged, hypothecated or otherwise granted as
security by the Payee, without the authorization of the Company.
11. AMENDMENTS. This Note may not be modified or amended in any manner
except in writing executed by the Company and the Payee.
12. NOTICES. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The Company will give written notice to the Payee
at least thirty (30) days prior to the date on which the Company closes its
books or takes a record (x) with respect to any dividend or distribution upon
the common stock of the Company, (y) with respect to any pro rata subscription
offer to holders of common stock of the Company or (z) for determining rights to
vote with respect to a Major Transaction, dissolution, liquidation or winding-up
and in no event shall such notice be provided to such holder prior to such
information being made known to the public. The Company will also give written
notice to the Payee at least twenty (20) days prior to the date on which
dissolution, liquidation or winding-up will take place and in no event shall
such notice be provided to the Payee prior to such information being made known
to the public.
Address of the Payee: _________________________
_________________________
_________________________
Tel. No:
Fax No:
With a copy to: _________________________
_________________________
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_________________________
Attention:
Tel. No.:
Fax No.:
Address of the Company: GlobalOptions Group, Inc.
75 Rockefeller Plaza, 27th Floor
New York, New York 10019
Attention: Chief Financial Officer
Tel. No.: (212) 445-6261
Fax No.: (212) 445-0053
With a copy to: Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 E. 55th Street
New York, New York 10019
Attention: Robert H. Friedman, Esq.
Tel. No.: (212) 451-2300
Fax No.: (212) 451-2222
13. GOVERNING LAW. This Note shall be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to the choice of law provisions. This Note shall not be interpreted or
construed with any presumption against the party causing this Note to be
drafted.
14. HEADINGS. Article and section headings in this Note are included
herein for purposes of convenience of reference only and shall not constitute a
part of this Note for any other purpose.
15. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity
(including, without limitation, a decree of specific performance and/or other
injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a Payee's right to pursue actual damages for any failure by the
Company to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments and the like (and the computation thereof) shall
be the amounts to be received by the Payee and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable and material harm to the Payee and
that the remedy at law for any such breach may be inadequate. Therefore the
Company agrees that, in the event of any such breach or threatened breach, the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an injunction restraining any such breach or threatened breach,
without the necessity of showing economic loss and without any bond or other
security being required.
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16. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of the Payee in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.
17. ENFORCEMENT EXPENSES. The Company agrees to pay all costs and
expenses of enforcement of this Note, including, without limitation, reasonable
attorneys' fees and expenses.
18. BINDING EFFECT. The obligations of the Company and the Payee set
forth herein shall be binding upon the SUCCESSORS and assigns of each such
party, whether or not such successors or assigns are permitted by the terms
hereof.
19. COMPLIANCE WITH SECURITIES LAWS. The Payee of this Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of this Note other than in compliance
with the laws of the United States of America and as guided by the rules of THE
Securities and Exchange Commission. This Note and any Note issued in
substitution or replacement therefore shall be stamped or imprinted with a
legend in substantially the following form:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
UNDER APPLICABLE STATE SECURITIES LAWS OR GLOBALOPTIONS
GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED. NOTWITHSTANDING THE FOREGOING, THIS
NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
THIS NOTE."
20. SEVERABILITY. The provisions of this Note are severable, and if
any provision shall be held invalid OR unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Note in any jurisdiction.
21. CONSENT TO JURISDICTION. Each of the Company and the Payee (i)
hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York County for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
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the suit, action or proceeding is improper. Each of the Company and the Payee
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address set forth in Section 12
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing in this Section 21 shall affect or limit
any right to serve process in any other manner permitted by law.
22. COMPANY WAIVERS. Except as otherwise specifically provided herein,
the Company and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.
(a) No delay or omission on the part of the Payee in exercising its
rights under this Note, or course of conduct relating hereto, shall operate as a
waiver of such rights or any other right of the Payee, nor shall any waiver by
the Payee of any such right or rights on any one occasion be deemed a waiver of
the same right or rights on any future occasion.
(b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE
IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE
LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY
PREJUDGMENT REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO
USE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has executed and delivered this Note as
of the date first written above.
GLOBALOPTIONS GROUP, INC.
By:
---------------------------------------
Harvey W. Schiller
Chairman and Chief Executive Officer
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