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SENIOR SECURED CONVERTIBLE REVOLVER BRIDGE NOTE

Convertible Promissory Note

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This Convertible Promissory Note involves

Metro One Telecommunications, Inc

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Title: SENIOR SECURED CONVERTIBLE REVOLVER BRIDGE NOTE
Governing Law: Oregon     Date: 6/8/2007
Industry: Communications Services     Sector: Services

SENIOR SECURED CONVERTIBLE REVOLVER BRIDGE NOTE, Parties: metro one telecommunications  inc
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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

 

«PrincipalAmount»

June __, 2007

 

 

 

 

Beaverton, Oregon

 

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.

 

1.

Interest .

(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


 
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