CISTERA NETWORKS INC.
SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE
$_______________
April 5, 2007
THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT
AND HAVE NOT BEEN
REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. WITHOUT SUCH
REGISTRATION, SUCH
SECURITIES
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED,
EXCEPT UPON DELIVERY TO CISTERA NETWORKS INC.(THE
"COMPANY") OF
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT
REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY
OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT TO THE EFFECT
THAT ANY SUCH
TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933,
AS AMENDED, OR
APPLICABLE STATE
OR FOREIGN SECURITIES LAWS OR ANY RULE OR REGULATION
PROMULGATED THEREUNDER. THIS NOTE WAS ORIGINALLY ISSUED ON APRIL 5,
2007.
THIS NOTE WAS ISSUED PURSUANT TO A NOTE PURCHASE AGREEMENT, DATED
AS OF APRIL 5,
2007 (AS FROM TIME TO TIME AMENDED, THE "PURCHASE AGREEMENT"), AND IS ENTITLED
TO THE BENEFITS
THEREOF. ALL TERMS
USED HEREIN UNLESS OTHERWISE DEFINED HEREIN
SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE PURCHASE AGREEMENT.
EACH HOLDER
OF THIS NOTE WILL BE DEEMED, BY ITS ACCEPTANCE HEREOF, TO HAVE AGREED TO THE
TERMS AND CONDITIONS SET FORTH IN THE PURCHASE AGREEMENT.
CISTERA NETWORKS INC., a Nevada corporation (the "Company"),
for value
received hereby
promises to pay to
__________(the
"Holder"),
the principal
amount of $_________with interest on the unpaid principal of this
Note, from the
date hereof, at the rate of eight percent (8%) per annum,
compounded
quarterly
on each Interest
Compounding Date,
except as otherwise may be provided herein.
All payments
hereunder are payable in lawful money of the United States of
America at the place the Holder may designate in writing to the
Company.
Interest on this Note shall be computed for the actual number of days
elapsed and on the basis of a year consisting of 360 days, unless the maximum
legal interest
rate would thereby be
exceeded, in which
event, to the
extent
necessary to avoid
exceeding such maximum
rate, interest shall
be computed on
the basis of the actual number of days elapsed in the applicable calendar year
in which it accrued.
It is the intention of the Company and the Holder to
conform strictly to
applicable usury laws.
It is therefore agreed that (i) the
aggregate of
all interest and other charges constituting interest under
applicable law and contracted for, chargeable or receivable
under this Note or
otherwise in
connection
with this loan
transaction,
shall never
exceed the
maximum amount of interest, nor produce a rate in excess of the
maximum contract
rate of interest the Holder may charge the Company under
applicable
law and in
regard to which the Company may not successfully assert the claim or defense of
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usury, and (ii) if any
excess interest is
provided for, it shall be deemed a
mistake and the same
shall be refunded to the Company or credited on the unpaid
principal balance hereof and this Note shall be automatically
deemed reformed so
as to permit only the
collection of the maximum legal contract rate and amount
of interest.
The unpaid prin
