1
EXHIBIT (T); PAGE 1
10% TWO-YEAR CONVERTIBLE TERM NOTE
$50,000 APRIL 10, 1997
EDI COMPONENTS, a California corporation formerly known as Electropure,
Inc., (the "COMPANY"), for the value received, hereby unconditionally and
absolutely promises to pay to the order of XXXXXXX X. XXXXX XXX ROLLOVER DATED
06/24/92, XXX XXXXXXX XXXXXX & COMPANY, INC., or holder (collectively, the
"HOLDER"), upon presentation and surrender of this Note at its office at 00000
Xxxxx Xxxxxx, Xxxxx X, Xxxxxx Xxxxx, Xxxxxxxxxx 00000, or such other place as
the Company may, from time to time, designate, the sum of FIFTY THOUSAND DOLLARS
($50,000), in lawful money of the United States, on [OBJECT OMITTED]1999, or if
such day is not a regular business day, then on the next business day thereafter
(the "Maturity Date"). Accrued interest shall be paid annually in accordance
with the terms set forth in Section 2 hereof.
1. CONVERSION.
(a) The Holder of this Note shall have the right, at its option, at any
time up until 5:00 P.M. Los Angeles time on the fifth (5th) day immediately
before January 31, 1998 (except that, with respect to any portion of this Note
which shall be called for prepayment, such right shall as to such portion
terminate at 5:00 P.M. Los Angeles time on the fifth (5th) day immediately prior
to the Prepayment Date (as defined in Section 2 hereof)), to convert all or any
portion of the principal amount of this Note, including interest accrued
thereon, subject to the terms and provisions of this Section 1, into Class A
Common Stock of EDI Components (the "Conversion Shares") at and having a value
equal to Two Dollars ($2.00) per share (the "Conversion Price").
The Conversion Shares shall have the rights, preferences and privileges
set forth in APPENDIX ONE hereto.
(b) As promptly as practicable after the surrender, as herein provided,
of this Note for conversion, the Company shall deliver or cause to be delivered,
to or upon the written order of the Holder of this Note so surrendered,
certificates representing the number of full shares into which this Note or any
portion thereof may be converted in accordance with the provisions of this
Section 1, together with any check in payment for fractional shares. Such
conversion shall be deemed to have been made at the close of business on the
date that this Note shall have been received by the Company for conversion, with
a written Notice of Conversion duly executed, in satisfactory form for
conversion, so that the rights of the Holder of this Note as a Noteholder, to
the extent of that portion of the Note so
