Exhibit 4.1
CONVERTIBLE SUBORDINATED NOTE
$3,000,000 August 06, 2003
FOR VALUE RECEIVED, the undersigned, ADEPT TECHNOLOGY, INC. ("Borrower"),
hereby promises to pay to TRI-VALLEY CAMPUS I, LLC ("Lender"), or order, the
principal sum or so much of the principal sum of Three Million Dollars
($3,000,000) as remains unpaid together with accrued interest as provided herein
on the Maturity Date.
A Interest. Interest shall accrue on all obligations hereunder at a per annum
rate equal to six percent (6.0%). Interest payable hereunder shall be
calculated on the basis of a three hundred sixty (360) day year for actual
days elapsed. All accrued interest shall be due and payable on the Maturity
Date. Notwithstanding the foregoing, the principal sum hereunder shall bear
interest, from and after the occurrence and during the continuance of an
Event of Default, at a rate equal to five (5) percentage points above the
interest rate applicable immediately prior to the occurrence of the Event
of Default. In no event, however, will the interest rate payable hereunder
exceed the maximum interest rate allowed by applicable usury and other laws
(the "Maximum Legal Rate"), and the Borrower's obligations under this Note
will be reduced if necessary to not exceed the Maximum Legal Rate.
B Payment.
a. Principal Payment. On the Maturity Date, all outstanding principal and
all accrued and unpaid interest shall become immediately due and
payable.
b. Prepayment. Borrower shall have the right to prepay all or any portion
of the amounts outstanding under this Note at the rates stated herein,
upon providing fifteen business days notice of its intention to repay,
indicating the amount of such prepayment. Upon notice TKG would have
the right to convert this note during such five days from delivery of
notice of ▇▇▇▇▇▇▇▇'s intention to repay.
c. Form of Payment. Except as otherwise provided herein, principal and
interest and all other amounts due hereunder are to be paid in lawful
money of the United States of America in federal or other immediately
available funds.
C Events of Default; Remedies.
a. Definition of Event of Default. The occurrence of any one or more of
the following events shall constitute an "Event of Default" hereunder:
i. Payment Default. ▇▇▇▇▇▇▇▇'s breach of the obligation to pay the
principal outstanding and/or interest accrued hereunder on the
applicable due date.
ii. Bankruptcy. If ▇▇▇▇▇▇▇▇ becomes insolvent or the institution by
Borrower of an Insolvency Proceeding or the institution against
Borrower of an Insolvency Proceeding;
iii. Material Adverse Change. If there occurs a material adverse
effect on the business operations, condition (financial or
otherwise) or prospects of Borrower or the ability of Borrower to
repay or otherwise perform its obligations under this Note.
iv. Cross-Acceleration. The occurrence of any default or failure to
perform under any agreements entered into by Borrower subsequent
to the date of this note that constitute material agreements of
the Borrower, to which Borrower is a party or by which it is
bound resulting in a right by ▇▇▇▇▇▇, including without
limitation that certain Lease, dated September 18, 2000, as
amended, between Lender and Borrower, for premises located in
Livermore, California, whether or not exercised, to accelerate
the maturity of any indebtedness in an amount in excess of Fifty
Thousand Dollars ($50,000). Notwithstanding the foregoing, such
default shall not constitute a default for purposes of this
agreement if such default or failure to perform is corrected
within ten (10) business days after notice of such default is
delivered by Lender.
v. Change in Control. If a transaction occurs in which any "person"
or "group" (within the meaning of Section 13(d) and 14(d)(2) of
the Exchange Act) becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of a
sufficient number of shares of all classes of stock then
outstanding of Borrower ordinarily entitled to vote in the
election of directors, empowering such "person" or "group" to
elect a majority of the Board of Directors of ▇▇▇▇▇▇▇▇, who did
not have such power before such transaction. In any event Lender
will not unreasonably withhold approval.
vi. Remedies. Upon the occurrence of an Event of Default, upon
delivery of notice to Borrower of the Event of Default, ▇▇▇▇▇▇
may accelerate payment of the principal outstanding and interest
accrued hereunder, declare all such amounts immediately due and
payable, and may exercise all rights and remedies granted by law.
Upon the occurrence of any Event of Default described in Section
C.a., payment of the principal outstanding and interest accrued
hereunder shall be automatically accelerated without any action
by ▇▇▇▇▇▇. Notwithstanding the foregoing, a Change of Control to
which ▇▇▇▇▇▇ has consented shall not give rise to an Event of
Default hereunder, including without limitation, payment of the
Event of Default interest rate.
D Conversion Rights.
a. Voluntary Conversion. Lender may, in its sole discretion, at any time
and from time to time after the date of this Note, elect to convert
(the "Voluntary Conversion Right") all or any part of the outstanding
principal balance hereunder into such number of fully paid and
nonassessable Shares as determined by dividing the principal being
converted by the Conversion Price subject to Section 5 hereof.
b. Exercise of Conversion Right. To convert any of the principal
hereunder into Shares by exercise of the Voluntary Conversion Right,
Lender shall deliver to Borrower a written notice of election to
exercise the Voluntary Conversion Right (the "Voluntary Conversion
Notice"). Borrower shall, as soon as practicable thereafter, issue and
deliver to Lender a certificate or certificates, registered in
Lender's name, for the number of Shares to which Lender shall be
entitled by virtue of such exercise (the "Voluntary Conversion
Shares"). The conversion of the outstanding principal hereunder shall
be deemed to have been made on the date that Borrower receives the
Voluntary Conversion Notice (the "Conversion Date") and Lender shall
be treated for all purposes as the record holder of the Voluntary
Conversion Shares as of such date to the extent permitted under
applicable law.
c. Interest. If Lender exercises its Voluntary Conversion Right with
respect to any outstanding principal amount, Borrower shall,
concurrent with the issuance of the related Voluntary Conversion
Shares, pay to Lender all interest accrued with respect to the
principal converted, which payment shall be made in the form of cash,
by converting such interest into principal hereunder, or additional
Voluntary Shares. The form of the payment shall be at the discretion
of the Borrower.
d. Fractional Shares. Borrower shall not issue fractional Shares upon
exercise of the Voluntary Conversion Right. As to any fractional Share
which Lender would otherwise be entitled to receive, Lender shall
receive from Borrower an amount in cash equal to an amount calculated
by multiplying such fractional Share by the fair market value of one
Share as determined by the closing price of a Share as reported on the
OTCBB or such other exchange where shares of Borrower's common stock
are traded (or if not traded, as determined in the good faith judgment
of the Board of Directors of Borrower) on the date of exercise of the
Voluntary Conversion Right. Payment of such amount shall be made in
cash or by check payable to the order of Lender at the time of
delivery of any certificate or certificates.
e. Conversion Price Adjustments.
i. Adjustments for Share Splits and Subdivisions. If Borrower at any
time or from time to time after the date hereof splits or
subdivides the Shares outstanding or makes a payment or other
distribution payable in additional Shares or other securities or
rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional Shares (hereinafter
referred to as "Share Equivalents") without payment of any
consideration by such holder for the additional Shares or the
Share Equivalents (including the additional Shares issuable upon
conversion or exercise thereof), then, as of the date of such
dividend, distribution, split or subdivision, the Conversion
Price shall be appropriately decreased so that the number of
Shares issuable upon conversion of this Note shall be increased
in proportion to such increase of Shares and Share Equivalents
outstanding.
ii. Adjustments for Reverse Share Splits. If the number of Shares or
Share Equivalents outstanding at any time after the date hereof
is decreased by a combination of the outstanding Shares then,
following the date of such combination, the Conversion Price
shall be appropriately increased so that the number of Shares
issuable on conversion hereof shall be decreased in proportion to
such decrease in outstanding Shares.
iii. Asset Distributions. If Borrower at any time or from time to time
after the date hereof makes a payment, dividend, or other
distribution payable to the holders of the Shares in assets of
Borrower without simultaneous payment by such stockholders of
consideration equal to the fair market value of the assets being
distributed (including without limitation if Borrower redeems or
repurchases any of the Shares), then, as of the date of such
payment, dividend, repurchase, redemption or distribution, the
Conversion Price shall be appropriately decreased so that the
number of Shares issuable upon conversion of this Note shall be
increased in proportion to such decrease in the fair market value
of Borrower's total assets. If Borrower and Lender cannot agree
on the fair market value of the assets distributed, Borrower
shall appoint a firm of independent public accountants of
recognized national standing reasonably acceptable to Lender
which shall give their opinion upon the fair market value of the
distributed and total assets and an appropriate adjustment to the
Conversion Price. Upon receipt of such opinion, which shall be
final and binding on Lender and Borrower, Borrower shall promptly
mail a copy thereof to Lender and shall make the adjustments
described therein.
iv. Certificate as to Adjustments. Upon each adjustment of the
Conversion Price, Borrower at its expense shall promptly compute
such adjustment, and furnish Lender with a certificate of its
Chief Financial Officer setting forth such adjustment and the
facts upon which such adjustment is based. Borrower shall, upon
written request, furnish Lender a certificate setting forth the
Conversion Price in effect upon the date thereof and the series
of adjustments leading to such Conversion Price.
v. Notice of Certain Events. If Borrower proposes at any time (a) to
declare any dividend or distribution upon its common stock,
whether in cash, property, stock, or other securities and whether
or not a regular cash dividend or to redeem or repurchase any of
its securities; (b) to offer for subscription pro rata to the
holders of any class or series of its stock any additional shares
of stock of any class or series or other rights; (c) to effect
any reclassification or recapitalization of common stock; or (d)
to merge or consolidate with or into any other corporation, or
sell, lease, license, or convey all or substantially all of its
assets, or to liquidate, dissolve or wind up, then, in connection
with each such event, Borrower shall give Lender (1) at least 20
days prior written notice of the date on which a record will be
taken for such dividend, distribution, or subscription rights
(and specifying the date on which the holders of Shares will be
entitled thereto) or for determining rights to vote, if any, in
respect of the matters referred to in (a) and (b) above; and (2)
in the case of the matters referred to in (c) and (d) above at
least 20 days prior written notice of the date when the same will
take place (and specifying the date on which the holders of
common stock will be entitled to exchange their common stock for
securities or other property deliverable upon the occurrence of
such event).
E Merger, Acquisition, Sale of Assets.
a. In case of any consolidation of Borrower with any other person, any
merger of Borrower into another person or of another person into
Borrower (other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of the
outstanding Shares) or any conveyance, sale, transfer or lease of all
or substantially all of the properties and assets of Borrower (all of
the foregoing transactions are collectively referred to herein as "M &
A Transactions"; each, a "M & A Transaction"), the person formed by
such consolidation or resulting from such merger or which acquires
such properties and assets, as the case may be, shall assume this
obligations of this Note such that Lender shall have the right
thereafter, to convert this Note as specified in Section D into the
kind and amount of securities, cash and other property receivable upon
such M & A Transaction (including any Shares retainable) by a holder
of the number and type of the Shares into which this Note might have
been converted immediately prior to such M & A Transaction, assuming
such holder (i) is not a person with which Borrower consolidated, into
which Borrower merged or which merged into Borrower or to which such
conveyance, sale, transfer or lease was made, as the case may be (a
"Constituent Person"), or an Affiliate of a Constituent Person and
(ii) failed to exercise his rights of election, if any, as to the kind
or amount of securities, cash and other property receivable upon such
M & A Transaction (provided that if the kind or amount of securities,
cash and other property receivable upon such M & A Transaction is not
the same for each Share held immediately prior to such M & A
Transaction by persons who were not a Constituent Person or an
Affiliate thereof and in respect of which such rights of election
shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section the kind and amount of securities, cash and
other property receivable upon such M & A Transaction by the holders
of each Non-electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the Non-electing Shares).
Such supplemental agreement shall provide for adjustments which, for
events subsequent to the effective date of such supplemental
agreement, shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section E. The above provisions of
this Section E shall similarly apply to successive M & A Transactions.
F Piggyback Registration Rights.
a. Borrower shall notify Lender in writing at least ten (10) days prior
to filing any registration statement under the Securities Act for
purposes of effecting a public offering of securities of Borrower
(including, but not limited to, registration statements relating to
secondary offerings of securities of Borrower, but excluding
registration statements relating to any employee benefit plan,
business combination, or to transactions contemplated by Rule 145
under the Securities Act) and will afford Lender an opportunity to
include in such registration statement all or any part of the Shares
issued upon conversion of this Note (the "Converted Shares") then held
by ▇▇▇▇▇▇. Lender shall within five (5) days after receipt of the
above described notice from Borrower, so notify Borrower in writing,
and in such notice shall inform Borrower of the number of Converted
Shares Lender wishes to include in such registration statement.
[Subject to the requirement that Lender include at least 50% of the
Converted Shares in the offering,] if Lender does not include all of
its Converted Shares in a registration statement thereafter filed by
▇▇▇▇▇▇▇▇, Lender shall continue to have the right to include Converted
Shares in any subsequent registration statement or registration
statements as may be filed by Borrower with respect to offerings of
its securities, upon the terms and conditions set forth herein.
b. Underwriting. If a registration statement under which Borrower gives
notice under this Section F is for an underwritten offering, then
Borrower shall so advise the Lender. In such event, the right of any
Converted Shares to be included in a registration pursuant to this
Section F shall be conditioned upon ▇▇▇▇▇▇'s participation in such
underwriting and the inclusion of the Converted Shares in the
underwriting to the extent provided herein. ▇▇▇▇▇▇ proposing to
distribute their Converted Shares through such underwriting shall
enter into an underwriting agreement in customary form with the
managing underwriter or underwriters selected for such underwriting
(including a market stand-off agreement of up to 180 days if required
by such underwriters). Notwithstanding any other provision herein, if
the managing underwriter(s) determine(s) in good faith that marketing
factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares from
the registration and the underwriting, and the Converted Shares sought
to be included in the registration and the underwriting may be
excluded in whole or in part. Any Converted Shares excluded or
withdrawn from such underwriting shall be excluded and withdrawn from
the registration.
c. No Limit on Registrations. Except as otherwise provided herein, there
shall be no limit on the number of times the Lender may request
registration of Converted Shares under this Section F.
d. Expenses. All expenses incurred by Borrower in complying with its
obligations under this Section F, including, without limitation, all
registration and filing fees, fees and expenses of complying with
securities and blue sky laws, printing expenses and fees and
disbursements of counsel for Borrower and of independent certified
public accountants shall be paid by Borrower; provided, however, that
all underwriting discounts and selling commissions and stock transfer
taxes applicable to the Converted Shares covered by any registration
effected pursuant to this Section F and all fees and disbursements of
counsel to Lender or any holder of Converted Shares shall be borne by
the seller or sellers thereof.
e. Termination of Registration Obligations. The registration rights and
the registration obligations of Borrower set forth herein shall
terminate on the fourth anniversary of the Note subject to earlier
termination of such registration rights once the Converted Shares can
be sold by Lender or any other holder thereof in any three month
period pursuant to Rule 144 promulgated by the Commission under the
Securities Act.
f. For a period of four (4) years from the date of this agreement, if
either (i) Borrower shall desire to sell Shares, either pursuant to a
public or private offering (a "Borrower Transaction"), or (ii) any
officer, director of Borrower ("Insider Shareholders") shall desire to
sell Shares in a private transaction or in any other transaction other
than pursuant to Section 144 of the Securities Act of 1933, as amended
(the "Securities Act"), then Lender shall have the right to
participate in the sale of such Shares and may include Shares issuable
upon conversion of this Note in such transaction. Lender shall have
the right to include that number of Shares as agreed between Lender
and Borrower but in no event less than that number of Shares as
determined by multiplying the number of Shares issued or issuable to
the Lender upon conversion of this Note times the following fractions:
(i) if the transaction is a Borrower Transaction, the fraction shall
be calculated as follows: the numerator shall equal the number of
Shares proposed to be sold by the Borrower in the transaction and the
denominator shall be the total number of outstanding Shares of the
Borrower at the time of the transaction; and (ii) if the Inside
Shareholders are the sellers of the Shares, the numerator shall be the
total number of Shares proposed to be sold by the Inside Shareholders
and the denominator shall be the total number of outstanding Shares of
the Borrower at the time of the transaction. Subject to, ▇▇▇▇▇▇ will
not unreasonably withhold waiver of this right based upon managing
underwriter(s) request as described in Section F.c. Notwithstanding
the foregoing, Lender grants a exception for one small issuance during
the next twelve (12) months should the Borrower find it necessary to
meet its capital requirements.
g. In the event that ▇▇▇▇▇▇ does not intend to sell Shares in a Borrower
Transaction, pursuant to subparagraph "f". above, Lender shall have
the right to purchase additional securities of the Borrower in such
Borrower Transaction on the same terms and conditions as the other
investors in such Borrower Transaction. Lender shall have the right to
purchase that number of equity securities as agreed between Lender and
Borrower but in no event less than that number of equity securities as
determined by multiplying the total number of shares of equity
securities proposed to be sold in the Borrower Transaction times the
following fraction: the numerator shall equal the number of Shares
issued or issuable to the Lender upon conversion of this Note and the
denominator shall be the total number of outstanding Shares of the
Borrower at the time of the transaction.
h. Borrower shall provide Lender with at least twenty (20) days prior
written notice of a Borrower Transaction or a transaction involving
the Inside Shareholders. Lender shall have ten (10) days to provide
notice that it will either be a seller or a buyer in such transaction.
The transaction must be consummated, within a period of ninety, (90)
days from the date of the notice of the offer to Lender in order to
avoid being subject again to the rights of Lender hereunder.
G Additional Conversion Provisions.
a. Borrower shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued common stock,
for the purpose of effecting the conversion of this Note, the full
number of shares of common stock then issuable upon the conversion of
this Note. ▇▇▇▇▇▇▇▇ agrees that all Shares which may be delivered upon
conversion of this Note, upon such delivery, will have been duly
authorized and validly issued and will be fully paid and nonassessable
(and shall be issued out of Borrower's authorized but unissued common
stock) and, except as provided in the next subsection, Borrower will
pay all taxes, liens and charges with respect to the issue thereof.
b. Except as provided in the next sentence, ▇▇▇▇▇▇▇▇ will pay any and all
taxes and duties that may be payable in respect of the issue or
delivery of the Shares on conversion of this Note. Borrower shall not,
however, be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue and delivery of the
Shares in a name other than that of Lender, and no such issue or
delivery shall be made unless and until the person requesting such
issue has paid to Borrower the amount of any such tax or duty, or has
established to the satisfaction of Borrower that such tax or duty has
been paid.
H Other Provisions.
a. Information. Borrower shall deliver to Lender:
i. as soon as practicable after the end of each fiscal quarter, and
in any event within forty-five (45) days thereafter, an unaudited
balance sheet of Borrower as of the end of such quarter, cash
flow statements and an unaudited statement of operations of
Borrower for the portion of the Fiscal Year ended prepared and
certified by the chief financial officer of Borrower, subject,
however, to the exclusion of footnotes and to normal year-end
audit adjustments;
ii. as soon as practicable after the end of each Fiscal Year, and in
any event within one hundred twenty (120) days thereafter, a copy
of its audited financial statements accompanied by a report
thereon by a firm of independent certified public accountants
selected by ▇▇▇▇▇▇▇▇, which report shall state that such
financial statements fairly present Borrower's financial position
at the end of such Fiscal Year; and
iii. with reasonable promptness, such other information as from time
to time may be reasonably requested by ▇▇▇▇▇▇.
I Definitions. As used herein, the following terms shall have the following
meanings:
a. "Conversion Price": One Dollar ($1.00), subject to adjustment as
provided herein.
b. "Convertible Securities": evidence of indebtedness or other securities
which are convertible into or exchangeable for, with or without
payment of additional consideration, Shares, either immediately or
upon the arrival of a specified date or the happening of a specified
event or both.
c. "Maturity Date": the June 30, 2006.
d. "Shares": shares of the Borrower's common stock, no par value per
share, or any security issued in exchange for such common stock.
J Governing Law; Jury Trial Waiver. This Note shall be governed by the laws
of the State of California, without giving effect to conflicts of law
principles. Each of Borrower and Lender hereby submits to the exclusive
jurisdiction of the state and Federal courts located in the County of
Alameda, State of California. ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ EACH HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF ANY OF THIS NOTE OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH RECOGNIZES
AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR
IT TO ENTER INTO THIS AGREEMENT. EACH REPRESENTS AND WARRANTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.
Notices. Any notice or communication required or desired to be served,
given or delivered hereunder shall be in the form and manner specified
below, and shall be addressed to the party to be notified as follows:
If to Lender: TRI-VALLEY CAMPUS I, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
If to Borrower: ADEPT TECHNOLOGY, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President and Chief Financial Officer
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as each party designates to the other by notice in
the manner herein prescribed. Notice shall be deemed given hereunder if (i)
delivered personally or otherwise actually received, (ii) sent by overnight
delivery service, (iii) mailed by first-class United States mail, postage
prepaid, registered or certified, with return receipt requested, or (iv)
sent via telecopy machine with a duplicate signed copy sent on the same day
as provided in clause (ii) above. Notice mailed as provided in clause (iii)
above shall be effective upon the expiration of three (3) business days
after its deposit in the United States mail, and notice telecopied as
provided in clause (iv) above shall be effective upon receipt of such
telecopy if the duplicate signed copy is sent under clause (iv) above.
Notice given in any other manner described in this section shall be
effective upon receipt by the addressee thereof; provided, however, that if
any notice is tendered to an addressee and delivery thereof is refused by
such addressee, such notice shall be effective upon such tender unless
expressly set forth in such notice.
K Lender's Rights; Borrower Waivers. ▇▇▇▇▇▇'s acceptance of partial or
delinquent payment from Borrower hereunder, or ▇▇▇▇▇▇'s failure to exercise
any right hereunder, shall not constitute a waiver of any obligation of
Borrower hereunder, or any right of Lender hereunder, and shall not affect
in any way the right to require full performance at any time thereafter.
Borrower waives presentment, diligence, demand of payment, notice, protest
and all other demands and notices in connection with the delivery,
acceptance, performance, default or enforcement of this Note. In any action
on this Note, Lender need not produce or file the original of this Note,
but need only file a photocopy of this Note certified by Lender be a true
and correct copy of this Note in all material respects. No provision of
this Note shall alter or impair the obligation of Borrower, which is
absolute and unconditional, to pay the principal of and interest on this
Note at the times, places and rate, and in the coin or currency, herein
prescribed or to convert this Note as herein provided.
L Enforcement Costs. Borrower shall pay all costs and expenses, including,
without limitation, reasonable attorneys' fees and expenses Lender expends
or incurs in connection with the enforcement of this Note, the collection
of any sums due hereunder, any actions for declaratory relief in any way
related to this Note, or the protection or preservation of any rights of
Lender hereunder.
M Severability. Whenever possible each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision is prohibited by or invalid under applicable law,
it shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of the provision or the remaining
provisions of this Note.
N Amendment Provisions. This Note may not be amended or modified, nor may any
of its terms be waived, except by written instruments signed by ▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇.
O Binding Effect. This Note shall be binding upon, and shall inure to the
benefit of, each of Borrower and the holder hereof and their respective
successors and assigns; provided, however, that ▇▇▇▇▇▇▇▇'s rights and
obligations shall not be assigned or delegated without ▇▇▇▇▇▇'s prior
written consent, given in its sole discretion, and any purported assignment
or delegation without such consent shall be void ab initio.
P Time of Essence. Time is of the essence of each and every provision of this
Note.
Q Headings. Section headings used in this Note have been set forth herein for
convenience of reference only. Unless the contrary is compelled by the
context, everything contained in each section hereof applies equally to
this entire
The execution and delivery of this Note reflects satisfaction in full for
all of Borrower's outstanding obligations under the The Kontrabecki Group
Industrial - R&D Lease, dated September 18, 2000 as amended for ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, 3055 Triad Drive and 3077 Triad Drive and concurrent with the
execution of this Note, such leases shall be amended and Borrower shall
have no further obligations outstanding thereunder.
ADEPT TECHNOLOGY, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Print Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title Vice President and CFO
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