UNSECURED PROMISSORY NOTE

2.1 Maturity Date. The Principal Amount shall be due and payable by the Maker on the Maturity Date.

2.2 Prepayment. The Maker may, at any time, prepay in whole or in part the unpaid Principal Amount without the prior written consent of the Registered Holder. 

3.1 Event of Default. An  “Event of Default” will be deemed to have occurred upon any of the following events:

(a) the Maker’s failure to pay to the Registered Holder the unpaid Principal Amount when and as due under this Note, which failure to pay is not cured within five (5)  calendar days after receipt of written notice by the Registered Holder;

(b) a receiver is appointed for any material part of the Maker’s property, the Maker makes a general assignment for the benefit of creditors, the Maker voluntarily initiates an action under the U.S. Bankruptcy Code as a debtor, or the Maker is involuntarily made the subject (as a debtor or alleged debtor) of an action under the U.S. Bankruptcy Code or becomes the subject of any other bankruptcy or similar proceeding for the general adjustment of its debts, which involuntary action is not terminated or otherwise disposed of without a judgment against the Maker within sixty (60) days of its initiation;

(c) the Maker breaches any representation, warranty, covenant or other term or condition of the Purchase Agreement or this Note, and such breach has a material adverse effect on the Registered Holder, except, in the case of a breach of a covenant which is curable, only if such breach continues for a period of at least five (5) calendar days after notice thereof; or

(d) the acceleration of the Maker’s obligation to repay any indebtedness owed to any bank or financial institution or the Maker’s default in the observance or performance of any covenant, condition or provision of any agreement entered into in connection with any indebtedness owed to any bank or similar financial institution.

3.2 Default Interest. From and after the occurrence of an Event of Default, the unpaid Principal Amount and all accrued but unpaid default interest hereunder shall bear simple interest at a rate equal to fifteen percent (15%) per annum (the “Default Interest Rate”) until the unpaid Principal Amount and all accrued but unpaid default interest shall have been paid in full. Notwithstanding anything to the contrary herein, in no event may the Registered Holder require the payment of or permit the collection of interest in excess of the maximum amount permitted by law, and in the event that the Default Interest Rate hereunder in effect would exceed the maximum

3.3 Acceleration. Upon the occurrence of any Event of Default, the Registered Holder may, at the Registered Holder’s sole option, declare all or any portion of the unpaid Principal Amount due and payable in full; provided, that in the event of an Event of Default under Section 3.1(b) above, all unpaid Principal Amount and all other sums payable hereunder shall become and be immediately due and payable in full without any action on the part of the Registered Holder.

6.1 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the laws of the State of Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than the State of Delaware. This Note is entered into in express reliance by the Parties on Section 2708 of Title 6 of the Delaware Code (6 Del. C. Section 2708).

6.2 Forum. The Parties agree that the appropriate, exclusive and convenient forum (the “Forum”) for any disputes between the Parties arising out of or related to this Note or the transactions contemplated hereby shall be in the Court of Chancery in the City of Wilmington, New Castle County, Delaware, except where such court lacks subject matter jurisdiction. In such event, the Forum shall be in the federal district court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the superior court in the City of Wilmington, New Castle County, Delaware. The Parties irrevocably submit to the jurisdiction of such courts solely in respect of any disputes arising out of or related to this Note or the transactions contemplated hereby. The Parties further agree that no Party shall bring suit with

6.3 Submission to Jurisdiction. To the extent that a Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Note and (ii) submits to the personal jurisdiction of each court described in Section 6.2.

6.4 Waiver of Jury Trial. THE PARTIES AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ALL DISPUTES AMONG PARTIES ARISING OUT OF OR RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.