STRATHMORE INVESTMENTS,
INC.
SENIOR SECURED WORKING CAPITAL
NOTE
FOR VALUE
RECEIVED, STRATHMORE INVESTMENTS, INC., a Delaware corporation
(also known as Cellular Blowout and referred to herein as the
“ Company ”), hereby promises to pay to the
order of OmniReliant Holdings, Inc. or its permitted successors or
assigns (the “ Holder ”) the principal amount of
________________________ Dollars ($___________), together with
accrued and unpaid interest thereon, on or before [two years from
the Issue Date] (the “ Maturity Date
”).
The Company has issued this Senior Secured
Working Capital Note (this “ Note ”) pursuant to
a Securities Purchase Agreement, dated as of April ___, 2009 (the
“ Securities Purchase Agreement
”). The Senior Secured Working Capital Notes
issued by the Company pursuant to the Securities Purchase
Agreement, including this Note, are collectively referred to herein
as the “ Notes .”
The Company’s obligations under the Notes,
including, without limitation, its obligation to make payments of
interest thereon, are secured by the assets and properties of the
Company pursuant to a Security Agreement, dated as of _____, 200_,
by and between the Company and the Holder. The following
terms shall apply to this Note:
(a)
Defined Terms . The following terms shall apply
to this Note:
“ Acceleration Notice, ”
“ Acceleration Notice Date ” and “
Acceleration Payment Date ” have the respective
meanings set forth in Section 3(a) of this Note.
“ Change of Control ”
means the existence, occurrence or public announcement of, or
entering into an agreement contemplating, any of the following: (a)
the sale, conveyance or disposition in a single or a series of
related transactions of assets whose book value is more than fifty
percent (50%) of the total book value of the assets of the Company
(other than the sale of inventory in the ordinary course of
business), (b) the effectuation of a transaction or series of
transactions in which more than fifty percent (50%) of the voting
power of the Company is transferred or otherwise disposed of; (c)
the effectuation of a transaction or series of transactions in
which any of the voting power of any Subsidiary is transferred or
otherwise disposed to a Person other than the Company or another
Subsidiary; (d) the consolidation, merger or other business
combination of the Company with or into any other entity,
immediately following which the prior stockholders of the Company
fail to own, directly or indirectly, at least a majority of the
voting capital stock of the surviving entity; (e) the
consolidation, merger or other business combination of any
Subsidiary with or into any other entity other than the Company or
another Subsidiary; (f) a transaction or series of transactions in
which any Person or group acquires more than fifty percent (50%) of
the voting equity of the Company; (g) a transaction or series of
transactions in which any Person or group (other than the Company
or a Subsidiary) acquires any of the voting equity of a Subsidiary;
and (h) the Continuing Directors do not at any time constitute at
least a majority of the Board of Directors.
“ Continuing Director ”
means, at any date, a member of the Company’s Board of
Directors (i) who was a member of such board on the Issue Date or
(ii) who was nominated or elected by at least a majority of the
directors who were Continuing Directors at the time of such
nomination or election or whose election to the Company’s
Board of Directors was recommended or endorsed by at least a
majority of the directors who were Continuing Directors at the time
of such nomination or election or such lesser number comprising a
majority of a nominating committee if authority for such
nominations or elections has been delegated to a nominating
committee whose authority and composition have been approved by at
least a majority of the directors who were Continuing Directors at
the time such committee was formed.
“ Default Interest Rate ”
means the lower of eighteen (18%) and the maximum rate permitted by
applicable law or by the applicable rules or regulations of any
governmental agency or of any stock exchange or other
self-regulatory organization having jurisdiction over the Company
or the trading of its securities.
“ Event of Default ” means
the occurrence of any of the following events:
(i) a
Liquidation Event occurs or is publicly announced;
(ii) the
Company fails to make any payment of principal on this Note in full
as and when such payment is due, or the Company fails to make any
payment of interest on this Note in full as and when such payment
is due, provided that the Company shall not have been able to cure
such non-payment within seven (7) Business Days after such due
date;
(iii) other
than a breach described in clause (ii) above, the Company or any
Subsidiary breaches or provides notice of its intent to breach any
term, agreement or condition of this Note or any other Transaction
Document, provided that such breach is not cured within five (5)
Business Days following written notice thereof from the
Holder;
(iv) any
representation or warranty made by the Company or any Subsidiary in
this Note or any other Transaction Document was inaccurate or
misleading in any material respect as of the date such
representation or warranty was made; or
(v) a
default occurs or is declared and is not cured within the
applicable grace period (if any) with respect to any instrument
that evidences debt of the Company or any Subsidiary, the effect of
which default is to cause, or permit the holder or holders of such
indebtedness to cause, such indebtedness to become due prior to its
stated maturity solely to the extent that the principal amount of
any such indebtedness exceeds, individually or in the aggregate,
$5,000.
“ Interest ” has the meaning
set forth in Section 2(a) of this Note.
“ Issue Date ” means the
“Issue Date” as set forth on the front page of this
Note.
“
Liquidation Event ” means where (i) the Company or any
Subsidiary shall make a general assignment for the benefit of
creditors or consent to the appointment of a receiver, liquidator,
custodian, or similar official of all or substantially all of its
properties, or any such official is placed in control of such
properties, or the Company or any Subsidiary shall commence any
action or proceeding or take advantage of or file under any federal
or state insolvency statute, including, without limitation, the
United States Bankruptcy Code, seeking to have an order for relief
entered with respect to it or seeking adjudication as a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution, administration, a voluntary arrangement,
or other relief with respect to it or its debts; or (ii) there
shall be commenced against the Company or any Subsidiary any action
or proceeding of the nature referred to in clause (i) above or
seeking issuance of a warrant of attachment, execution, distraint,
or similar process against all or any substantial part of its
property, which results in the entry of an order for relief which
remains undismissed, undischarged or unbonded for a period of sixty
(60) days; or (iii) there is initiated the dissolution or other
winding up of the Company or any material Subsidiary, whether
voluntary or involuntary and whether or not i
