THIS AMENDED AND RESTATED CONVERTIBLE SUBORDINATED PROMISSORY NOTE ("NOTE")
AMENDS AND RESTATES THE CONVERTIBLE SUBORDINATED PROMISSORY NOTE ISSUED BY
IMAGEMAX, INC. TO ______________________ ON OR ABOUT FEBRUARY 15, 2000 IN THE
ORIGINAL PRINCIPAL AMOUNT OF $_________.
This Note and the shares of Common Stock (as defined herein) issuable
upon conversion of this Note are subject to the terms and conditions of a
Convertible Subordinated Loan and Warrant Purchase Agreement, dated February 15,
2000 among ImageMax, Inc. (the "Company") and holders of certain shares or
holders having rights to acquire shares of the outstanding capital stock of the
Company, as amended by a First Amendment to Convertible Subordinated Loan and
Warrant Purchase Agreement dated as of the date hereof. Copies of such agreement
may be obtained at no cost by written request made by the holder of record of
this Note to the Company.
Neither this Note nor the shares of Common Stock (as defined herein)
issuable upon conversion of this Note have been registered under the Securities
Act of 1933, as amended (the "Act"), and neither may be offered, sold or
otherwise transferred, pledged or hypothecated unless and until registered under
the Act or unless the Company has received an opinion of counsel or other
evidence satisfactory to the Company and its counsel that such registration is
not required.
AMENDED AND RESTATED
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
Due February 15, 2004
$____________ June 13, 2002
FOR VALUE RECEIVED, IMAGEMAX, INC., a Pennsylvania corporation having
its principal place of business at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxxxxxx, XX 00000 (the "Company") and IMAGEMAX OF DELAWARE, INC., a Delaware
corporation having its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000 (the "Subsidiary") hereby jointly and severally
promise to pay to the order of ___________________________ (the "Holder"), at
the place designated by the Holder, the principal amount of
____________________________________ Dollars ($___________) in lawful money of
the United States of America, and to pay interest in like money on the terms set
forth below. This Amended and Restated Convertible Subordinated Promissory Note
(as the same may hereafter be amended and/or restated and any notes issued in
substitution or exchange for any of the foregoing, the "Note") is being
delivered pursuant to the terms and conditions of that certain Convertible
Subordinated Loan and Warrant Purchase Agreement dated February 15, 2000 among
the Company and several investors one of which is the Holder (the "Investors"),
as amended by a First Amendment to Convertible Subordinated Loan and Warrant
Purchase Agreement dated as of the date hereof (as the same may hereafter be
amended and/or restated,
the "Loan Agreement") pursuant to which the Investors loaned the Company and the
Subsidiaries an aggregate of Six Million Dollars ($6,000,000), and the Holder's
rights under this Note are subject to the terms and conditions of the Loan
Agreement. This Note is one of several Notes issued under and as defined in the
Loan Agreement. All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in the Loan Agreement.
1. Payments of Interest and Principal. This Note includes as principal
$_______ of accrued interest, which has been capitalized. Payments of all
amounts outstanding hereunder including principal and accrued interest shall be
payable in a single payment on the earlier of (a) February 15, 2004 or (b) if
the Holder hereof so elects, upon a Change of Control (the "Termination Date").
Interest shall accrue from January 1, 2002 on the unpaid principal balance
hereof at a rate equal to nine percent (9%) per annum, compounded semi-annually
on June 30 and December 31. Such interest shall be calculated on the basis of
actual days elapsed over a 365-day year and shall be payable on the Termination
Date or on such earlier date as this Note is prepaid in full pursuant to the
terms set forth below. Provided the Holder has not previously elected prepayment
by reason of a Change of Control, the Company and the Subsidiary may extend the
Termination Date provided for in clause (a) above to any date selected by the
Company and the Subsidiaries that is after February 15, 2004 but prior to
February 15, 2005 (such right the "Extension Right" and the date selected the
"Extension Date"). To exercise the Extension Right, the Company and the
Subsidiary must (a) give written notice (the "Extension Notice") of their
exercise of such Extension Right ten business days prior to February 15, 2004,
which Extension Notice shall specify the Extension Date and (b) prior to
February 15, 2004, pay seventy-five (75%) of the outstanding principal balance
of this Note and accrued interest thereon. The period from February 15, 2004 to
the Extension Date is sometimes referred to as the "Extension Period." All
payments of principal, interest, fees and other amounts due hereunder shall be
made by the Company in lawful money of the United States of America, by wire
transfer or by any other method approved in advance by the Holder at the office
of the Holder set forth in Section 10 hereof or at such other place designated
by the Holder in writing to the Company in immediately available and freely
transferable funds at such place of payment.
The Company and the Subsidiary jointly and severally agree to pay
interest (computed on the same basis as set forth above) on overdue principal
and (to the extent legally enforceable) on overdue interest, at the stated rate
plus four and one-half percent (4.5%) per annum, compounded semi-annually on
June 30 and December 31 (or, in each case, at the highest rate permitted by
applicable law, whichever is less) until paid. For this purpose, principal and
accrued interest are not due until February 15, 2004, or in the event of the
exercise of the Extension Right, February 15, 2005, unless accelerated earlier
under the terms of the Loan Agreement or this Note.
It is the intention of the Company and all individuals and entities to
whom Notes are being issued under the Loan Agreement, that all payments on
account of the Notes be made on a pro rata basis to all Holders of Notes in
proportion to the outstanding principal balance of such Notes (except under
circumstances where the holders of some but not all Notes have required payment
upon the occurrence of a Change of Control). Should any holder of this Note
receive a payment in excess of the amount to which such holder is entitled based
on the foregoing understanding, such holder shall hold such excess payment in
trust for the benefit of
-2-
the holders of other Notes who received less than the amount they were entitled
to receive and shall pay the amount of such excess to such other holders. The
Company acknowledges that the principal balance of this Note shall not be
reduced by such excess payments that are paid out by the holder of this Note to
the holders of other Notes as provided herein.
2. Default and Remedies. (a) The occurrence of any one of the
following shall constitute an "Event of Default" under this Note:
(i) Default shall occur in the payment of interest on this
Note or any of the other Notes when the same shall have become due; or
(ii) Default shall occur in the making of any payment of the
principal of this Note or any of the other Notes at the expressed or any
accelerated maturity date; or
(iii) Default shall be made in the payment of the principal of
or interest on any Indebtedness (other than this Note or any of the other Notes)
of the Company or its Subsidiary in excess of $2,000,000 and such default shall
continue beyond the period of grace, if any, allowed with respect thereto; or
(iv) Default or the happening of any event shall occur under
any contract, agreement, lease, indenture or other instrument under which any
Indebtedness (other than this Note) of Company or its Subsidiary may be issued
and such default or event shall not have been waived and shall (i) result in
liability of more than $2,000,000 and (ii) continue for a period of time
sufficient to permit the acceleration of the maturity of any such Indebtedness
of the Company or its Subsidiary outstanding thereunder; or
(v) Default shall occur in the observance or performance of
any covenant or agreement contained in the Loan Agreement or any Warrant and
such default is not remedied within twenty (20) business days after the earlier
of (i) the date on which the Company first obtains knowledge of such Default and
(ii) the date on which written notice thereof is given to the Company by any
Holder; or
(vi) Any representation or warranty made by the Company in the
Loan Agreement, or made by the Company in any agreement, statement or
certificate furnished by the Company in connection with the consummation of the
issuance and delivery of this Note and the Warrants or furnished by the Company
pursuant hereto or pursuant to the Loan Agreement, is untrue in any material
respect as of the date of the issuance or making thereof; or
(vii) Final judgment or judgments for the payment of money
aggregating in excess of $2,000,000 or providing non-monetary relief resulting
in a Material Adverse Effect, is or are outstanding against the Company and/or
its Subsidiary and/or against any property or assets of any of the foregoing and
any one of such judgments has remained unpaid, unvacated, unbonded or unstayed
by appeal or otherwise for a period of ninety (90) days from the date of its
entry; or
(viii) The Company or its Subsidiary becomes insolvent or
bankrupt, is generally not paying its debts as they become due or makes an
assignment for the benefit of
-3-
creditors, or the Company or its Subsidiary applies for or consents to the
appointment of a custodian, trustee, liquidator, or receiver for the Company or
for the major part of its property; or
(ix) A custodian, trustee, liquidator, or receiver is appointed
for the Company or its Subsidiary or for the major part of the property of the
Company or any of its Subsidiaries and is not discharged within ninety (90) days
after such appointment; or
(x) Bankruptcy, reorganization, arrangement or insolvency
proceedings, or other proceedings for relief under any bankruptcy or similar law
or laws for the relief of debtors, are instituted by or against the Company or
its Subsidiary and, if instituted against the Company or its Subsidiary, are
consented to or are not dismissed within ninety (90) days after such
institution.
(b) When any Event of Default described in paragraph (i) through (vii),
inclusive, of Section 2(a) above has happened and is continuing, any holder of
this Note may, by notice to the Company, declare the entire principal and all
interest accrued on this Note to be, and this Note shall thereupon become,
forthwith due and payable, without any presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived; provided, however,
that so long as the Institutional Investors both hold Notes, no Holder of this
Note may exercise the foregoing remedy without the prior written consent of a
Required Interest of Institutional Investors as defined in Section 1.36 of the
Loan Agreement. When any Event of Default described in paragraph (viii), (ix) or
(x) of Section 2(a) has occurred, then this Note shall immediately become due
and payable without presentment, demand or notice of any kind, all of which are
hereby expressly waived. Upon this Note becoming due and payable as a result of
any Event of Default as aforesaid, the Company and the Subsidiaries will
forthwith pay to the Holder of this Note the entire principal and interest
accrued on this Note. No course of dealing on the part of any Note holder nor
any delay or failure on the part of any Note holder to exercise any right shall
operate as a waiver of such right or otherwise prejudice such Holder's rights,
powers and remedies. The Company and the Subsidiary further agree, to the extent
permitted by law, to pay to the Holder or Holders of the Note all costs and
expenses, including reasonable attorneys' fees, incurred by them in the
collection of any Note upon any default hereunder or thereon.
3. Change of Control. Upon the occurrence of a Change of Control,
the balance of the principal sum due hereunder, with all accrued interest
thereon and all other amounts, if any required to be paid under the Loan
Agreement by reason of such Change of Control, shall, if the holder of this Note
so elects by written notice to the Company, become and be due and payable
immediately.
4. Restriction on Transfer.
(a) Subject to the provisions of Section 14, this Note and the
rights granted to the Holder are transferable, in whole or in part, upon
surrender of this Note, together with a properly executed assignment in the form
attached hereto as Exhibit A, at the office or agency of the Company referred to
in Section 10 hereof, provided, however, that any transfer or assignment shall
be subject to the conditions set forth in Section 4(b) hereof and Section 11 of
the Loan Agreement. Until due presentment for registration of transfer on the
books of the Company, the Company and the Subsidiary may treat the registered
holder hereof as the owner
-4-
and holder hereof for all purposes, and the Company and the Subsidiary shall not
be affected by any notice to the contrary.
(b) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Note in connection with any conversion, transfer, or
exchange of this Note, this Note (or, in the case of any conversion, the
Conversion Shares (as defined in Section 6(a)(i) issuable hereunder) shall not
be registered under the Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such conversion,
transfer, or exchange, that the holder or transferee of this Note, as the case
may be, furnish to the Company a written opinion of counsel, in form, substance
and scope customary to opinions typically delivered in transactions of this
nature, to the effect that such conversion, transfer, or exchange may be made
without registration under the Act and under applicable state securities or blue
sky laws.
5. Prepayment. This Note may not be prepaid by the Company at any
time, in whole or in part.
6. Conversion.
(a) Optional Conversion. The Holder shall have the right, at the
Holder's option, at any time and from time to time prior to repayment of all
amounts due under this Note, to convert up to $____________ of the outstanding
principal balance due under this Note into duly authorized, validly issued,
fully paid and nonassessable shares (the "Conversion Shares") of the Company's
common stock, no par value (the "Common Stock") at a conversion price equal to
$0.40 per share (the "Conversion Price"), subject to adjustment as set forth in
Section 7.
(b) Conversion Procedure. In order to exercise the conversion
rights set forth in Section 6(a) herein, the Holder shall surrender this Note,
duly endorsed (or, in the event that such Note has been lost, stolen or
destroyed, the Holder shall execute an agreement reasonably satisfactory to the
Company to indemnify the Company from any loss incurred by it resulting from the
fact that such Note has been lost, stolen or destroyed), to the Company's
address set forth in Section 10 hereof, together with written notice of
conversion to the Company that the Holder elects to convert $____________ of the
principal amount of this Note or the portion thereof specified in said notice.
As promptly as practicable after the surrender of this Note as aforesaid, in
full or in part, and in any event within ten (10) days thereafter, the Company,
at its expense, shall issue and deliver to the Holder a certificate or
certificates for the number of full shares of Common Stock issuable upon the
conversion of this Note or portion thereof registered in the name of the Holder
in accordance with the provisions of this Section 6 and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon such conversion, as provided below. In case this Note shall be surrendered
for partial consideration, the Company shall execute and deliver to the Holder,
without charge, a new Note in an aggregate principal amount equal to the
unconverted portion of the surrendered Note, provided that, except for the
amount of shares into which the new Note may be converted, the new Note shall
have all of the same terms and conditions as this Note.
-5-
(c) Effective Date of Conversion. Each conversion pursuant to
Section 6(a) hereof shall be deemed to have been effected immediately prior to
the close of business on the day on which this Note shall have been surrendered,
as aforesaid and the Holder shall be deemed to have become on said date the
holder of record of the shares of Common Stock issuable upon such conversion.
(d) No Fractional Shares. No fractional shares of Common Stock
or scrip representing fractional shares shall be issued upon conversion of this
Note. If any fractional share of Common Stock would be issuable upon the
conversion of this Note, then the Company shall make an adjustment therefor in
cash at the Conversion Price.
7. Adjustments. The Conversion Price and the number of shares
purchasable hereunder are subject to adjustment from time to time as follows:
(a) Anti-Dilution.
(i) Subject to Section 7(a)(v) below, in the event the
Company shall hereafter issue additional shares of Common Stock, options or
other securities convertible into or exchangeable for Common Stock at a price or
conversion or exercise price (as the case may be) which is less than the
Conversion Price (as adjusted) of this Note (the "Additional Shares"), the
Conversion Price shall be automatically lowered to a price equal to the price or
conversion or exercise price (as the case may be) for such Additional Shares.
(ii) If the Company at any time and in any manner issues or
sells any stock, warrants, rights or options pursuant to which the recipient may
subscribe for or purchase Common Stock ("Options") the "price or the conversion
or exercise price (as the case may be)" in accordance with Section 7(a)(i) shall
be determined by dividing (i) the total amount, if any, received or receivable
by the Company as consideration for the issuance or granting of all such
Options, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such Options, plus, in the case
of Convertible Securities issuable upon the exercise of such Options, the
minimum aggregate amount of additional consideration payable upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise of all such Options
(assuming full conversion of Convertible Securities, if applicable). No further
adjustment to the Conversion Price will be made upon the actual issuance of such
Common Stock upon the exercise of such Options or upon the exercise, conversion
or exchange of Convertible Securities issuable upon exercise of such Options.
(iii) (A) If the Company at any time and in any manner
issues or sells any securities which are exercisable for, convertible into or
exchangeable for, Common Stock ("Convertible Securities"), whether or not
immediately convertible (other than where such Convertible Securities are
issuable upon the exercise of Options), the "price or the conversion or exercise
price (as the case may be)" in accordance with Section 7(a)(i) shall be
determined by dividing (i) the total amount, if any, received or receivable by
the Company as consideration for the issuance or sale of all such Convertible
Securities, plus the minimum aggregate amount of
-6-
additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of all such Convertible Securities. No further adjustment to the
Conversion Price will be made upon the actual issuance of such Common Stock upon
exercise, conversion or exchange of such Convertible Securities.
(B) If the Company in any manner issues or sells any
Convertible Securities with a variable conversion or exercise price or exchange
ratio, then the price per share for which Common Stock is issuable upon such
exercise, conversion or exchange for purposes of the calculation contemplated by
Section 7(a)(iii)(A) shall be deemed to be the lowest price per share which
would be applicable (assuming all holding period and other conditions to any
discounts contained in such Convertible Security have been satisfied).
(iv) If the total number of shares of Common Stock issuable
upon exercise of Options or upon exercise, conversion or exchange of Convertible
Securities, in each case for which an adjustment was made pursuant to Section
7(a), is not, in fact issued and the rights to exercise such Options or to
exercise, convert or exchange such Convertible Securities shall have expired or
terminated, the Conversion Price then in effect shall be readjusted to the
Conversion Price which would have been in effect at the time of such expiration
or termination had such Option or Convertible Securities, to the extent
outstanding immediately prior to such expiration or termination (other than in
respect of the actual number of shares of Common Stock issued upon exercise,
conversion or exchange thereof), never been issued.
(v) No adjustment to the Conversion Price will be made under
Section 7(a) upon (i) the exercise of any of the Options for 465,000 shares of
Common Stock outstanding prior to February 15, 2000; (ii) the issuance, grant or
exercise of any stock or Options which have been or may hereafter be issued,
granted or exercised under the plan in existence on February 15, 2000 relating
to employees, directors or independent contractors of the Company, provided that
the maximum number of shares of Common Stock so issued or issuable upon the
exercise of such Options shall not exceed one million one hundred thirty-five
thousand (1,135,000) shares (135,000 shares under the existing plan plus an
additional one million shares); (ii) upon conversion of this Note or the
exercise of any of the Warrants issued pursuant to the Loan Agreement; or (iii)
upon the issuance of any securities in an underwritten public offering.
(vi) Upon each adjustment of the Conversion Price pursuant
to the provisions of Section 7(a), the number of shares of Common Stock issuable
upon conversion of this Note shall be adjusted by multiplying a number equal to
the Conversion Price in effect immediately prior to such adjustment by the
number of shares of Common Stock issuable upon conversion of this Note
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Conversion Price.
(b) Stock Dividend, Split or Subdivision of Shares. If the
number of shares of Common Stock outstanding at anytime after the date hereof is
increased or deemed increased by a stock dividend payable in shares of Common
Stock or other securities convertible into or exchangeable for shares of Common
Stock ("Equivalents") or by a subdivision or split-up
-7-
of shares of Common Stock or Equivalents (other than a change in par value, from
par value to no par value or from no par value to par value), then, following
the effective date fixed for the determination of holders of Common Stock or
Equivalents entitled to receive such stock dividend, subdivision or split-up,
the Conversion Price shall be appropriately decreased and the number of shares
of Common Stock issuable on conversion of this Note shall be increased in
proportion to such increase in outstanding shares (on a fully diluted basis if
the dividend is payable in Equivalents).
(c) Combination of Shares. If, at any time after the date hereof,
the number of shares of Common Stock outstanding is decreased by a combination
of the outstanding shares of Common Stock (other than a change in par value,
from par value to no par value or from no par value to par value), then,
following the effective date for such combination, the Conversion Price shall be
appropriately increased and the number of shares of Common Stock issuable on
conversion of this Note shall be decreased in proportion to such decrease in
outstanding shares.
(d) Reorganizations, Consolidations, etc. In the event, at any
time after the date hereof, of any capital reorganization, or any
reclassification of the capital stock of the Company (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up or combination of shares),
or the consolidation or merger of the Company with or into another person (other
than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any change in the powers, designations,
preferences and rights, or the qualifications, limitations or restrictions, if
any, of the capital stock of the Company as amended from time to time) or of the
sale or other disposition of all or substantially all the properties and assets
of the Company in its entirety to any other person (any such transaction, an
"Extraordinary Transaction"), then this Note shall be exercisable for the kind
and number of shares of stock or other securities or property of the Company, or
of the corporation resulting from or surviving such Extraordinary Transaction,
that a holder of the number of shares of Common Stock deliverable (immediately
prior to the effectiveness of the Extraordinary Transaction) upon conversion of
this Note would have been entitled to receive upon such Extraordinary
Transaction. The provisions of this Section 7(d) shall similarly apply to
successive Extraordinary Transactions.
(e) Calculations. All calculations under this Section 7 shall be
made to the nearest cent ($.01) or to the nearest share, as the case may be.
(f) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 7, the Company at its own
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each the holder hereof a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such holder, furnish or cause to be
furnished to such holder a like certificate setting forth: (i) such adjustments
and readjustments; (ii) the Conversion Price at the time in effect; and (iii)
the number of shares and the amount, if any, of other property that at the time
would be received upon the conversion of the Note.
-8-
8. Subordination. This Note is and shall be subordinated to certain
bank and other commercial lending obligations of the Company and its Subsidiary
as provided in the Loan Agreement, but shall be senior to all other debt of the
Company and its Subsidiary except debt secured by a purchase money security
interest arising in connection with the purchase of equipment in the ordinary
course of business.
9. Notices. In case at any time:
(a) the Company shall declare any cash dividend upon its Common
Stock;
(b) the Company shall declare any dividend upon its Common Stock
payable in stock or make any special dividend or other distribution (other than
regular cash dividends) to the holders of Common Stock;
(c) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;
(d) there shall be any capital reorganization, or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of all or substantially all of its assets to,
another corporation; or
(e) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the holder of this Note at the address of
such holder as shown on the books of the Company, (i) at least 10 days prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution or subscription rights or
for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, and (ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least 10
days prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause (i) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (ii) shall also specify the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be.
10. Communications. All notices or requests provided for or permitted
to be given pursuant to this Agreement must be in writing and may be given or
served by (i) depositing the same in the United States mail, addressed to the
party to be notified, postage paid, and registered or certified with return
receipt requested, or (ii) by delivering such notice in person to such party.
Notices so deposited in the mail shall be deemed to have been given or
-9-
served on the date on which the party actually received or refused such written
notice, as shown by the date or postmark of any return receipt indicating the
date of delivery or attempted delivery to such receiving party. The addresses of
the parties hereto for all purposes of this Note are:
The Company:
ImageMax, Inc.
000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
Telephone: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxxx LLP
400 Berwyn Park
000 Xxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
If to the Holder:
_________________________
_________________________
_________________________
Attention: ______________
Telephone: ______________
with a copy to:
_________________________
_________________________
_________________________
Attention: ______________
Telephone: ______________
11. Company's Waivers. The Company, to the extent permitted by law,
waives and agrees not to assert or take advantage of any of the following: (a)
acceptance or notice of acceptance of this Note by the Company; (b) presentment
and/or demand for payment of this Note or any indebtedness or obligations hereby
promised; and (c) protest and notice of dishonor with respect to this Note or
any indebtedness or performance of obligations arising hereunder.
-10-
12. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
conflicts of laws principles.
13. Headings. The headings of the sections of this Note are inserted
for convenience only and do not constitute a part of this Note.
14. Assignments. This Note may not be assigned in whole or in part
without the consent of the Company; provided, however, that no such consent
shall be required (i) in connection with an assignment of this Note to one or
more partners of the Holder or to a trust established for the benefit of one or
more of such partners or (ii) to an assignment occurring after February 15,
2003.
15. Waiver of Trial by Jury. THE COMPANY, THE SUBSIDIARIES AND HOLDER
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDINGS, CLAIMS OR COUNTERCLAIMS,
WHETHER IN CONTRACT OR TORT, AT LAW OR IN ANY WAY RELATING TO THIS NOTE.
[SIGNATURE PAGE FOLLOWS]
-11-
IN WITNESS WHEREOF, IMAGEMAX, INC. has caused this Note to be signed
and to be dated the day and year first above written.
IMAGEMAX, INC.
By:_________________________________
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
IMAGEMAX OF DELAWARE, INC.
By:_________________________________
Name: Xxxxx X. Xxxxx
Title: Vice President
-12-
