Exhibit 4.3
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS (THE “
ACTS ”). NO
INTEREST MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED UNLESS
(A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTS
COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN
OPINION OF LEGAL COUNSEL SATISFACTORY TO THIS CORPORATION STATING
THAT REGISTRATION IS NOT REQUIRED UNDER THE ACTS, OR (C) THIS
CORPORATION OTHERWISE SATISFIES ITSELF THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACTS.
SENIOR SECURED CONVERTIBLE REVOLVER BRIDGE
NOTE
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«PrincipalAmount»
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June __, 2007
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For value received, Metro One Telecommunications,
Inc., an Oregon corporation (the “ Company ”), promises to pay to
«Purchaser» (the “ Holder ”), the principal sum of
«Principal» Dollars («PrincipalAmount») or
such lesser sum as may be advanced and outstanding pursuant to the
terms hereof, together with interest accruing on each outstanding
advance from the date of each advance at the rate herein provided,
in lawful money of the United States of America, until paid in full
in accordance with the terms of this Senior Secured Convertible
Revolver Bridge Note (the “ Note ”). The principal amount
of this Note at any time shall be the principal sum of all advances
made to such time less the principal amount of any advances
previously repaid. This Note is one of the Notes referred to in and
is entitled to the benefits of that certain Securities Purchase
Agreement dated June [_], 2007 (the “ Purchase Agreement ”) Such
Notes are referred to herein as the “ Notes ,” and the holders
thereof are referred to herein as the “ Holders .” “ Majority of the
Holders ” means the Holders of a
majority of the aggregate principal amount of Notes then
outstanding. Capitalized terms used but not defined herein shall
have the meanings ascribed to those terms in the Purchase
Agreement. This Note is subject to the following terms and
conditions.
(a)
Interest Rate .
Interest shall accrue on the unpaid principal balance of this Note
at the rate of thirteen percent (13%) per annum and shall be due
and payable on the earlier of the Maturity Date or Second Closing
under the Purchase Agreement.
(b)
30/360 Basis . Except as otherwise provided in the immediately
following sentence, interest for each full calendar month during
the term of this Note will be calculated on the basis of a 360-day
year consisting of 12 months of 30 days each. Interest for the full
or partial calendar month will be calculated on the basis of a
360-day year and the actual number of days elapsed.
(c)
Default Interest . From and after the Maturity Date, or such earlier date as all
sums owing on this Note become due and payable by acceleration or
otherwise, all sums owing on this Note shall bear interest until
paid in full or converted in accordance with Section 5 at a rate
equal to two percent (2%) per annum (based on a 360-day year and
charged on the basis of actual days elapsed) in excess of the
interest rate otherwise accruing under this Note.
2.
Maturity . Unless converted as provided in Section 5, this Note
will automatically mature and be due and payable on October [__],
2007 (the “ Maturity Date ”).
3.
Security Interest . Pursuant to a separate security agreement (the “
Security Agreement ”) of even date herewith between
the Company and the Holders, the obligations of the Company
hereunder are secured by the Collateral (as defined by the Security
Agreement), and the Holders are entitled to the Proceeds (as
defined in the Security Agreement). In case of an Event
of