THIS BRIDGE NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR
HYPOTHECATED UNLESS REGISTERED UNDER SUCH ACT
OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
CAMBEX CORPORATION
SERIES 1 BRIDGE FINANCING NOTE
No. S1BFN-1 $1,500,000.00 January 18, 2000
CAMBEX CORPORATION, a Massachusetts corporation
(such corporation, or any successor permitted
hereunder, the "Company"), for value received, hereby
promises to pay to SOVCAP EQUITY PARTNERS, LTD., a
Bahamian corporation or any subsequent holder hereof
(such holders, assignees, or any registered assignees,
the "Holders"), the principal sum of ONE MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS (US $1,500,000.00),
and to pay interest on such principal sum, at the rate
of eight percent (8%) per annum (the "Note Rate") from
the Original Issue Date (as defined below) until the
two hundred-tenth (210th) day after the Original Issue
Date (the "Maturity Date") and at the rate of twelve
percent (12%) per annum (the "Default Rate") after the
Maturity Date until payment of all principal, premium,
and accrued and unpaid interest has been paid in full.
Interest shall be payable on the Maturity Date. All
such interest shall be computed on the basis of the
actual number of days elapsed during any interest
period in a year of 360 days. The date on which this
Series 1 Bridge Note shall have first been issued is
referred to herein as the "Original Issue Date."
Section 1. Description.
This Bridge Note is one of a series of Series 1
Bridge Financing Notes that have been authorized by the
Company (the "Series 1 Bridge Notes") and are alike
except for principal amount and issue date, and are in
registered form. This Series 1 Bridge Note is
convertible, into shares of the Company's Common Stock,
$.10 par value (the "Common Stock"), as provided
herein, and, effective upon any such conversion, the
Common Stock so issued shall be subject to all terms
and conditions and shall enjoy all rights, privileges,
and preferences applicable to such Common Stock under
the Company's Articles of Organization (the "Articles
of Organization"). The shares of the Company's Common
Stock issuable upon conversion of this Series 1 Bridge
Note (the "Conversion Shares") are entitled to
registration rights pursuant to a Registration Rights
Agreement between Holder, the Company, and certain
other signatories thereto dated January 18,___, 2000
(the "Registration Rights Agreement"). This Series 1
Bridge Note is secured by up to a maximum of 1,737,592
shares of Common Stock of the Company ownedor
controlled by certain Company officers, pledged
pursuant to the terms of a Stock Pledge Agreement dated
January 18, 2000 and pursuant to the terms of a Series
1 Bridge Note Purchase and Security Agreement dated
January 18, 2000 (the "Purchase Agreement"), and is
otherwise entitled to all of the rights and benefits
thereunder.
Section 2. Office for Registration and Conversion.
The Company shall maintain an office where this Series
1 Bridge Note shall be surrendered or presented for
registration of transfers or exchanges and
conversions. This office will initially be located at
the offices of the Company at360 Second Avenue,
Waltham, Massachusetts 02451, Attention: Executive Vice
President. The Company shall keep a register of the
Series 1 Bridge Notes and of their transfer and
exchange, including the names and addresses of Holders
of the Series 1 Bridge Notes. Holder shall give the
Company notice of any change in Holder's address to the
office indicated in this Section 2. Upon two- (2)
business days written request, the Company shall permit
Holder or its duly authorized representatives to
inspect such register. Upon written notice to Holder,
the Company may change the address of the office to be
maintained by the Company pursuant to this Section 2 or
appoint one or more co-registrars, stock registrars,
paying agents, or conversion agents to assist the
Company in performing its functions under the Series 1
Bridge Notes.
Section 3. Redemption.
(a) Mandatory Redemption. If this Series 1
Bridge Note is outstanding on the Maturity
Date, this Series 1 Bridge Note shall be due
and payable as follows:
(i) if on the Maturity Date or within
four (4) business days thereafter a
Registration Statement is effective with
respect to the Conversion Shares, the Company
shall give written notice to Holder of its
intent to redeem the then outstanding
principal amount of this Series 1 Bridge
Note, which notice shall state the election
of the Company to pay the redemption price in
cash or by conversion of this Series 1 Bridge
Note into Common Stock, in the manner
contemplated by Section 3(c) hereof.
Regardless of the manner in which paid, the
redemption price (the "Maturity Date
Redemption Price") shall be equal to 120% of
the then outstanding principal amount of this
Series 1 Bridge Note plus accrued and unpaid
interest thereon at the Note Rate through and
including the Maturity Date if redemption
occurs on the Maturity Date or within four
(4) days, thereafter, and if occurring later
than four business days after the Maturity
Date shall be equal to 125% of the then
outstanding principal amount of this Series 1
Bridge Note plus accrued and unpaid interest
thereon at the Note Rate through and
including the Maturity Date and at the
Default Rate after the Maturity Date through
and including the date the payment is
disbursed (whether by issuance of Conversion
Shares or a payment in cash).
(ii) if on the Maturity Date or within
four (4) business days thereafter a
Registration Statement is not effective with
respect to the Conversion Shares, Holder may,
in addition to all other rights and remedies
of Holder hereunder and under the Purchase
Agreement, elect to make written demand to
the Company to redeem, all or part of the
then outstanding principal under this Series
1 Bridge Note. Such demand shall specify
Holder's election to accept payment of the
redemption price in cash or by conversion of
this Series 1 Bridge Note into Common Stock,
in the manner contemplated by Section 3(c)
hereof. The Company shall have two (2)
business days after its receipt of such
demand to confirm its intention to redeem
this Series 1 Bridge Note by tendering to
Holder either (A) cash or (B) Conversion
Shares (as specified in Holder's demand), in
the manner contemplated by Section 3(c)
hereof. In either case the redemption price
shall be equal to the Maturity Date
Redemption Price.
(iii) The date of any redemption
under either subparagraph (i) or (ii) above
shall be referred to as a "Redemption Date."
(b) Voluntary Redemption. At any time from
and after the Original Issue Date up to but
not including the Maturity Date, the Company
may, at its option, call and redeem this
Series 1 Bridge Note, at the redemption price
set forth in subparagraph (i), below, plus
accrued and unpaid interest on such redeemed
amount through and including the Voluntary
Redemption Date, as such term is defined
below (such redemption being the "Voluntary
Redemption"), under and in accordance with
the following terms and procedures:
(i) The Company at its option prior to
the Maturity Date may redeem this Series 1
Bridge Note at the Redemption Price set forth
below plus all accrued and unpaid interest on
the principal amount through and including
the Voluntary Redemption Date (the "Voluntary
Redemption Price") as of a Voluntary
Redemption Date:
Redemption Date Redemption
Price
Original Issue Date through and 105%
including the 60th day after the
Original Issue Date
61st day after the Original Issue 110%
Date through and including the 120th
day after the Original Issue Date
121st day after the Original Issue 115%
Date through and including the 180th
day after the Original Issue Date
181st day after the Original Issue 120%
Date through and including the 214th
day after the Original Issue Date
215th day after the Original Issue 125%
Date through and including the date
of redemption or conversion
(ii) At least ten (10) days before a
Voluntary Redemption, the Company shall mail
a notice of redemption to Holder, stating
(A) the redemption date, which shall be a
business day in New York, New York (the
"Voluntary Redemption Date"), (B) the
aggregate principal amount of this Series 1
Bridge Note to be redeemed, (C) the Voluntary
Redemption Price, and (D) the name and
address of the Person to whom this Series 1
Bridge Note must be presented to receive
payment if required pursuant to paragraph
(iv) below. Once notice of redemption is
mailed and the Company shall have complied
with paragraph (iii) below, the Voluntary
Redemption Price shall become due and payable
on the Voluntary Redemption Date.
(iii) On or before the third (3rd)
day prior to the Voluntary Redemption Date,
the Company shall deposit into a bank trust
account for the benefit of the Holder of this
Series 1 Bridge Note money sufficient to pay
the Redemption Price and all accrued and
unpaid interest.
(iv) The Company may, at its option,
require as a condition to the receipt of a
payment pursuant to this Section 3(b) that
Holder present the Series 1 Bridge Notes to
the Person specified in paragraph (ii) above
for surrender.
(v) No Voluntary Redemption of this
Series 1 Bridge Note can be effected after
the 209th day after the Original Issue Date.
(c) Conversion into Common Stock in Lieu of
Payments.
(i) In lieu of payment of cash to
Holder pursuant to Section 3(a)(i) hereof and
Section 3(b) hereof, if a Registration
Statement is in effect with respect to the
Conversion Shares the Company may elect to
pay all or part of the Maturity Date
Redemption Price or the Voluntary Redemption
Price in Conversion Shares, under the terms
of Section 3(d) hereof.
(ii) In lieu of cash, pursuant to
Section 3(a)(ii) hereof, Holder may require
the Company to pay all or part of the
Maturity Date Redemption Price in Conversion
Shares, under the terms of Section 3(d)
hereof.
The Repricing Warrant shall apply to each
share of Common Stock received by Holder
pursuant to this Section 3(c).
(d) The number of shares of Common Stock
issuable in payment of the Maturity Date
Redemption Price or the Voluntary Redemption
Price is equal to the quotient of the
Maturity Date Redemption Price or the
Voluntary Redemption Price (as the case may
be) divided by $3.79 (the "Conversion Price")
{5 day average Closing Bid Price prior to
Original Issue Date}. Fractional shares will
not be issued. In lieu of any fraction of a
share, the Company shall deliver its check
for the dollar amount of the less-than full
share remainder.
Section 4. Method of Payment.
(a) Interest accruing through and including
the Maturity Date shall be computed at the
Note Rate. Interest accruing after the
Maturity Date shall be computed at the
Default Rate. Accrued and unpaid interest
shall be due and payable at the time the
principal and premium of this Series 1 Bridge
Note is paid. All such interest shall be
computed on the basis of the actual number of
days elapsed during any interest period in a
year of 360 days. Interest shall begin to
accrue on the Original Issue Date.
(b) The Company shall pay interest and
principal on this Series 1 Bridge Note
(except defaulted interest) to the Person who
is the registered Holder of this Series 1
Bridge Note on the day on which the interest
or principal payment is due. If the Company
defaults in a payment of interest on this
Series 1 Bridge Note, it may pay the
defaulted interest, to the Person who is the
registered Holder of this Series 1 Bridge
Note on the date such payment is made.
(c) The Company shall pay interest by check
payable in money of the United States of
America that at the time of payment is legal
tender for public and private debts.
Payments of interest shall be mailed to
Holder's address shown in the register
maintained pursuant to Section 2; provided
however, that with respect to the final
payment of principal and accrued and unpaid
interest necessary to pay this Series 1
Bridge Note in full, to receive such payment
Holder must surrender this Series 1 Bridge
Note for cancellation to the Company or to a
paying agent appointed by the Company.
Principal and interest shall be considered
paid on the date due, and no interest shall
accrue thereafter, if there is on deposit on
that date, in a bank trust account for the
benefit of Holder of this Series 1 Bridge
Note, money sufficient to pay the Redemption
Price and all accrued and unpaid interest due
under this Series 1 Bridge Note.
Section 5. Conversion Price and Adjustments.
(a) At anytime after the Maturity Date,
Holder may convert all or any portion of the
Redemption Price and accrued and unpaid
interest due on this Series 1 Bridge Note
into shares of Common Stock.
(b) If Holder elects to convert less than
the full Redemption Price of this Series 1
Bridge Note, such conversion shall be
permitted only in one hundred (100)-share
increments unless the Company has given its
contemporaneous consent to conversion of an
odd lot. The provisions hereof that apply to
conversion of the entire Redemption Price of
this Series 1 Bridge Note shall also apply to
conversion of a portion of the Redemption
Price. Upon surrender of the Series 1 Bridge
Note for conversion in part, the Company
shall issue new Series 1 Bridge Notes in
substantially the same form as this Series 1
Bridge Note, except that the principal amount
shall be reduced by the principal amount so
converted (exclusive of the redemption
premium).
(c) The number of shares of Common Stock
issuable upon conversion of this Series 1
Bridge Note is equal to the quotient of the
Redemption Price of this Series 1 Bridge Note
being converted divided by Conversion Price.
Fractional shares will not be issued. In
lieu of any fraction of a share, the Company
shall deliver its check for the dollar amount
of the less than full share remainder.
Accrued and unpaid interest shall be included
in computing the number of Conversion Shares
issuable upon conversion of this Series 1
Bridge Note. Interest shall cease to accrue
on that portion of the Redemption Price
converted from and after the Conversion Date.
Section 6. Procedures for Conversion, and Issuance
of Conversion Shares.
(a) Holders' Delivery Requirements. To
convert this Series 1 Bridge Note into Common
Stock, (the "Conversion Date"), the Holder
hereof shall (A) deliver or transmit by
facsimile, for receipt on or prior to 11:59
P.M., Eastern Time, on such date, a copy of a
fully executed notice of conversion in the
form attached hereto as Exhibit A (the
"Conversion Notice") to the Company or its
designated Transfer Agent, and (B) surrender
to a common carrier for delivery to the
Company or the Transfer Agent as soon as
practicable following such date, the original
Series 1 Bridge Note being converted (or an
indemnification undertaking with respect to
such shares in the case of the loss, theft,
or destruction of the Series 1 Bridge Note)
and the originally executed Conversion
Notice. The date the Company receives
theoriginally executed Conversion Notice and
this Series 1 Bridge Note is hereinafter the
"Conversion Date."
(b) Company's Response. Upon receipt by the
Company of a facsimile copy of a Conversion
Notice, the Company shall immediately send,
via Facsimile, a confirmation of receipt of
such Conversion Notice to Holder. Upon
receipt by the Company or the Transfer Agent
of the Series 1 Bridge Note to be converted
pursuant to a Conversion Notice, together
with the originally executed Conversion
Notice, the Company or the Transfer Agent (as
applicable) shall, within ten (10) business
days following the date of receipt, (A) issue
and surrender to a common carrier for
overnight delivery to the address as
specified in the Conversion Notice, a
certificate, registered in the name of Holder
or its designee, for the number of shares of
Common Stock to which Holder shall be
entitled or (B) credit the aggregate number
of shares of Common Stock to which such
Holder shall be entitled to the Holder's or
its designee's balance account at The
Depository Trust Company.
(c) Record Holder. The Person or persons
entitled to receive the shares of Common
Stock issuable upon a conversion of this
Series 1 Bridge Note shall be treated for all
purposes as the "Record Holder" or Holder of
such shares of Common Stock on the Conversion
Date.
(d) Company's Failure to Timely Convert. If
the Company shall fail to issue to Holder
within ten (10) business days following the
date of receipt by the Company or the
Transfer Agent of this Series 1 Bridge Note
to be converted pursuant to a Conversion
Notice, a certificate for the number of
shares of Common Stock to which each Holder
is entitled upon Holder's conversion of this
Series 1 Bridge Note, in addition to all
other available remedies which such Holder
may pursue hereunder and under the Purchase
Agreement between the Company and the initial
Holder of this Series 1 Bridge Note
(including indemnification pursuant to
Section 7.18 thereof), the Company shall pay
additional damages to Holder on each day
after the tenth (10th) business day following
the date of receipt by the Company or the
Transfer Agent an amount equal to 1.0% of the
product of (A) the number of shares of Common
Stock not issued to Holder and to which
Holder is entitled multiplied by (B) the
Closing Bid Price of the Common Stock on the
business day following the date of receipt by
the Company or the Transfer Agent of the
Conversion Notice. The foregoing
notwithstanding, Holder at its option may
withdraw a Conversion Notice, and remain a
Holder of this Series 1 Bridge Note, if
Holder has otherwise complied with this
Section 6.
(e) Adjustments to Conversion Price. If any
adjustment to the Conversion Price to be made
pursuant to Section 7 becomes effective
immediately after a record date for an event
as therein described, and conversion occurs
prior to such event but after the record
date, the Company may defer issuing,
delivering, or paying to Holder any
additional shares of Common Stock or check
for any cash remainder required by reason of
such adjustment until the occurrence of such
event, provided that the Company delivers to
Holder a due bill or other appropriate
instrument evidencing the Holders' right to
receive such additional shares or check upon
the occurrence of the event giving rise to
the adjustment.
(f) Reservation of Conversion Shares. Until
such time as this Series 1 Bridge Note has
been fully redeemed, the Company shall
reserve out of its authorized but unissued
Common Stock enough shares of Common Stock to
permit the conversion of the entire
Redemption Price and all accrued and unpaid
interest due on this Series 1 Bridge Note at
any time. All shares of Common Stock issued
upon conversion of this Series 1 Bridge Note
shall be fully paid and nonassessable. The
Company covenants that if any shares of
Common Stock, required to be reserved for
purposes of conversion of this Series 1
Bridge Note hereunder, require registration
with or approval of any governmental
authority under any federal or state law or
listing upon any national securities exchange
before such shares may be issued upon
conversion, the Company shall in good faith,
as expeditiously as possible, endeavor to
cause such shares to be duly registered,
approved or listed, as the case may be.
Section 7. Adjustments to Conversion Price.
The Conversion Price shall be subject to adjustment
from time to time as follows:
(a) If the Company at any time subdivides
(by any stock split, stock dividend,
recapitalization, or otherwise) one or more
classes of its outstanding shares of Common
Stock into a greater number of shares, the
Conversion Price in effect immediately prior
to such subdivision will be proportionately
reduced. If the Company at any time combines
(by combination, reverse stock split, or
otherwise) one or more classes of its
outstanding shares of Common Stock into a
smaller number of shares, the Conversion
Price in effect immediately prior to such
combination will be proportionately
increased.
(b) Prior to the consummation of any Organic
Change (as defined below), the Company will
make appropriate provision (in form and
substance satisfactory to the Holder to
insure that Holder will thereafter have the
right to acquire and receive in lieu of, or
in addition to, (as the case may be) the
shares of Common Stock immediately
theretofore acquirable and receivable upon
the conversion of this Holder's Series 1
Bridge Note, such shares of stock,
securities, or assets as may be issued or
payable with respect to, or in exchange for,
the number of shares of Common Stock
immediately theretofore acquirable and
receivable upon the conversion of this Series
1 Bridge Note had such Organic Change not
taken place. In any such case, the Company
will make appropriate provision (in form and
substance satisfactory to Holder with respect
to such Holder's rights and interests to
insure that the provisions of this Section
7(b) and Sections 6(d) and 6(e) above will
thereafter be applicable. The Company will
not effect any such consolidation, merger, or
sale, unless prior to the consummation
thereof the successor entity (if other than
the Company) resulting from consolidation or
merger or the entity purchasing such assets
assumes, by written instrument (in form and
substance satisfactory to Holder, the
obligation to deliver to Holder such shares
of stock, securities, or assets as, in
accordance with the foregoing provisions,
that Holder may be entitled to acquire. For
purposes of this Agreement, "Organic Change"
means any recapitalization, reorganization,
reclassification, consolidation, merger, or
sale of all or substantially all of the
Company's assets to another Person (as
defined below), or other similar transaction
which is effected in such a way that holders
of Common Stock are entitled to receive
(either directly or upon subsequent
liquidation) stock, securities, or assets
with respect to or in exchange for Common
Stock; and "Person" means an individual, a
limited liability company, a partnership, a
joint venture, a corporation, a trust, an
unincorporated organization, and a government
or any department or agency thereof.
Section 8. Notices.
The Company shall give the following notices at the
times specified:
(a) Immediately upon any adjustment of the
Conversion Price, the Company will give
written notice thereof to Holder, setting
forth in reasonable detail and certifying the
calculation of such adjustment.
(b) The Company will give written notice to
Holder, at least twenty (20) days prior to
the date on which the Company closes its
books or takes a record (i) with respect to
any dividend or distribution upon the Common
Stock, (ii) with respect to any pro rata
subscription offer to Holder of Common Stock,
or (iii) for determining rights to vote with
respect to any Organic Change, dissolution,
or liquidation.
(c) The Company will also give written
notice to Holder at least twenty (20) days
prior to the date on which any Organic
Change, Major Transaction (as defined below),
dissolution, or liquidation will take place.
Section 9. Successors to the Company.
The Company shall not consolidate or merge with or
into, or sell all or substantially all of its assets
to, any Person unless: (i) the Person is a corporation;
(ii) such Person executes, and mails to Holder a copy
of, an instrument by which such Person or an affiliate
assumes the due and punctual payment of the principal
of and interest on this Series 1 Bridge Note and the
performance and observance of all the obligations of
the Company under this Series1 Bridge Note; and
(iii) immediately after giving effect to the
transaction, no Event of Default or event which after
notice or lapse of time or both would become an Event
of Default shall have occurred. Upon compliance with
this Section 9, Successor Corporation shall succeed to
and be substituted for the Company under this Series 1
Bridge Note with the same effect as if the Successor
Corporation had been named as the Company herein.
Nothing in this Series 1 Bridge Note shall prevent any
consolidation or merger in which the Company is the
surviving corporation, or any acquisition by the
Company by purchase or otherwise of all or any part of
the assets of any other Person, and no such
consolidation, merger, or acquisition shall require
compliance with this Section 9.
Section 10. Events of Default and Remedies.
(a) As used herein, an "Event of Default"
occurs if:
(i) The Company defaults in the payment
of principal and/or interest when the same
becomes due and payable and such failure is
not cured within ten (10) business days after
the Company receives written demand from
Holder or the Representative to remedy the
same.
(ii) the Company fails to comply with
any other provision contained in this Series
1 Bridge Note, the Purchase Agreement, the
Warrant, the Repricing Warrant, or the
Registration Rights Agreement, and such
failure is not cured within ten (10) business
days after the Company receives written
demand from Holder to remedy the same;
(iii) the Company defaults in any
payment of principal of or interest on any
Debt (excluding trade payables) in excess of
$100,000 beyond any period of grace provided
with respect thereto and the effect of such
failure is to cause the holder of such Debt
to accelerate the Debt such that such Debt
becomes due prior to its stated maturity;
(iv) any representation or warranty made
in writing by or on behalf of (i) the Company
in the Purchase Agreement or in any writing
furnished in connection with or pursuant to
the Purchase Agreement or in connection with
the transactions contemplated by this
Agreement, or (ii) the Company in the
Registration Rights Agreement, or (iii) the
Company in the Escrow Agreement, shall be
false in any material respect on the date as
of which made;
(v) the Company makes an assignment for
the benefit of creditors or is generally not
paying its debts as such debts become due;
(vi) any order or decree for relief in
respect of the Company is entered under any
bankruptcy, reorganization, compromise,
arrangement, insolvency, readjustment of
debt, dissolution, or liquidation or similar
law, whether now or hereafter in effect
(herein called the "Bankruptcy Law"), of any
jurisdiction;
(vii) the Company petitions or
applies to any tribunal for, or consents to,
the appointment of, or taking possession by,
a trustee, receiver, custodian, liquidation,
or similar official of the Company, or of any
substantial part of the assets of the
Company, or commences a voluntary case under
the Bankruptcy Law of the United States or
any proceedings relating to the Company under
the Bankruptcy Law of any other jurisdiction;
(viii) any petition or application
described in Section 10(a)(vi) above is
filed, or any such proceedings are commenced,
against the Company and the Company by any
act indicates its approval thereof, consent
thereto or acquiescence therein, or an order,
judgment or decree is entered appointing any
such trustee, receiver, custodian,
liquidator, or similar official, or approving
the petition in any such proceedings, and
such order, judgment, or decree remains
unstayed and in effect for more than sixty
(60) days;
(ix) any order, judgment, or decree is
entered in any proceedings against the
Company decreeing the dissolution of the
Company and such order, judgment, or decree
remains unstayed and in effect for more than
sixty (60) days; or
(x) a final judgment (not fully covered
by insurance) in an amount in excess of
$100,000 is rendered against the Company and,
within ten (10) business days after entry
thereof, such judgment is not discharged or
execution thereof stayed pending appeal, or
within ten (10) days after the expiration of
any such stay, such judgment is not
discharged.
(b) Upon the occurrence of an Event of
Default described in subsection (vi), (vii),
or (viii) of Section 10(a), the principal of
and accrued interest on this Series 1 Bridge
Note shall automatically become immediately
due and payable, without presentment, demand,
protest or other requirements of any kind,
all of which are hereby expressly waived by
the Company. If any other Event of Default
exists, Holder may, in addition to the
exercise of any right, power, or remedy
permitted to Holder by law, declare (by
written notice or notices to the Company) the
entire principal of and all interest accrued
on this Series 1 Bridge Note to be due and
payable, and this Series 1 Bridge Note shall
thereupon become immediately due and payable,
without presentment, demand, protest, or
other notice of any kind, all of which are
hereby expressly waived by the Company. Upon
such declaration, the Company will
immediately pay to Holder of this Series 1
Bridge Note the then outstanding principal of
and accrued and unpaid interest on the Series
1 Bridge Notes. If at any time after
acceleration of the maturity of the Series 1
Bridge Notes, the Company shall pay all
arrears of interest and all payments on
account of principal which shall have become
due other than by acceleration (with interest
on principal and, to the extent permitted by
law, on overdue interest, at the rate
specified in the Series 1 Bridge Notes) and
all Events of Default (other than nonpayment
of principal of or interest on this Series 1
Bridge Note due and payable solely by virtue
of acceleration) shall be remedied or waived
by Holder by written notice to the Company
may rescind and annul the acceleration and
its consequences, but such action shall not
affect any subsequent Event of Default or
impair any right consequent thereon.
(c) A delay or omission by the Holder of
this Series 1 Bridge Note in exercising any
right or remedy arising upon an Event of
Default shall not impair such right or remedy
or constitute a waiver of or an acquiescence
in the Event of Default.
(d) If any Event of Default shall occur and
be continuing, the Holder of this Series 1
Bridge Note may proceed to protect and
enforce their rights under this Agreement and
this Series 1 Bridge Note by exercising such
remedies as are available to such Holder
either by suit in equity or by action at law,
or both, whether for specific performance of
any covenant or other agreement contained in
this Agreement or in aid of the exercise of
any power granted in this Agreement. No
remedy conferred in this Agreement upon
Holder is intended to be exclusive of any
other remedy, and each and every such remedy
shall be cumulative and shall be in addition
to every other remedy conferred herein or now
or hereafter existing at law or in equity or
by statute or otherwise.
Section 11. Exchange, Transfer, Replacement or
Cancellation.
(a) This Series 1 Bridge Note may be
exchanged for an equal principal amount of
Series 1 Bridge Notes in denominations of
US$25,000.00 or in greater multiples of
US$5,000.00 upon written request to the
Company accompanied by surrender of this
Series 1 Bridge Note to the Company or to an
agent designated for that purpose. Any
Series 1 Bridge Notes issued in exchange for
this Series 1 Bridge Note shall be one of
this Series 1 Bridge Note referred to in
Section 1, and shall be entitled to all the
rights thereof.
(b) The Series 1 Bridge Notes may not be
transferred except upon the conditions
specified in this Section 11(b), which
conditions are intended to insure compliance
with the provisions of the Securities Act of
1933, as amended (the "Securities Act").
Prior to any proposed transfer of this Series
1 Bridge Note the Holder hereof shall give
written notice to the Company of the proposed
disposition and shall furnish to the Company
a statement of the circumstances surrounding
the proposed disposition and an opinion of
counsel reasonably satisfactory to the
Company to the effect that (i) such
disposition will not require registration of
such securities under the Securities Act or
qualification of such securities under the
blue sky or state securities laws of any
state in which such qualification would be
required, or (ii) appropriate action
necessary for compliance with the Securities
Act or the blue sky or securities laws of
such states has been taken. The Holder hereof
shall cause any proposed transferee of such
securities to agree to take and hold such
securities subject to the provisions and upon
the conditions specified in this Section 11.
The Company or any co-registrar appointed by
the Company may require the Holder to furnish
appropriate endorsements and/or transfer
documents, including information regarding
any proposed transferee's name, address and
social security or taxpayer identification
number, and to pay any issue or transfer
taxes or fees as may be required by law. The
registered Holder of this Series 1 Bridge
Note may be treated as its owner for all
purposes.
(c) If Holder claims this Series 1 Bridge
Note has been lost, destroyed, or wrongfully
taken, the Company shall issue a replacement
Series 1 Bridge Note upon (i) receipt of any
indemnity bond or other assurance requested
by the Company to protect it from any loss
which it may suffer by reason of such
replacement or subsequent presentment of the
original Series 1 Bridge Note, and
(ii) payment of any expenses reasonably
incurred by the Company in replacing the
Series 1 Bridge Note.
Section 12. Amendments and Waivers.
This Series 1 Bridge Note may, with the consent of the
Company and the Holder be amended or any provision
thereof waived.
Section 13. Notice.
Any notice or communication hereunder shall be in
writing and delivered by first-class mail, return
receipt requested, to each Holder at its address shown
in the register kept by the Company or any co-registrar
appointed by the Company and to the Company at the
address of its office to be maintained pursuant to
Section 2. Failure to mail, or any defect in, a notice
or communication to any other Holder of this Series 1
Bridge Note shall not affect its sufficiency with
respect to the other Holders. If a notice or
communication is mailed to Holder in the manner
provided above within the time prescribed, it shall be
deemed duly given and effective on the tenth (10th)
business day after it was deposited in the mail,
whether or not Holder actually receives it.
Section 14. No Recourse Against Others.
A director, officer, employee, or shareholder, as such,
of the Company shall not have any liability for any
obligations of the Company under this Series 1 Bridge
Note or for any claim based on, in respect of or by
reason of such obligations or their creation. The
Holder of this Series 1 Bridge Note by accepting this
Series 1 Bridge Note waives and releases all such
liability and such waiver and release are part of the
consideration for the issue of the Series 1 Bridge
Note.
Section 15. Governing Law.
The Series 1 Bridge Notes shall be governed by and
construed in accordance with the laws of the
Commonwealth of Massachusetts, irrespective of the
choice of law provisions thereof. The parties agree
thatanyaction brought by one party against the other
shall be in any appropriate state court or any federal
Court located in the County where against whom the
action is brought is principally located, and both
parties agree that such counts shall have exclusive
jurisdiction of such case or controversy arising under
or in connection with this Agreement and shall be a
proper forum in which to adjudicate such case or
controversy. The parties consent to the jurisdiction
of such courts.
IN WITNESS WHEREOF, the parties have caused this Series
1 Bridge Financing Note to be duly executed under seal
as of day and year first above written.
[Signatures on the following page]
COMPANY SIGNATURE PAGE
TO
SERIES 1 BRIDGE FINANCING NOTE
CAMBEX CORPORATION
By: /s/ Peter Kruy
Peter Kruy,
Executive Vice
President
ATTEST:
By: /s/ Arthur L. Ziskend
Secretary/Assistant Secretary
[CORPORATE
SEAL]