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Exhibit 99.3
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE
SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
UNDER SAID ACT
AND ANY APPLICABLE STATES SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY
SATISFACTORY TO RETURN ON INVESTMENT CORPORATION THAT SUCH
REGISTRATION IS NOT
REQUIRED.
SECURED REVOLVING NOTE
FOR VALUE RECEIVED, each of RETURN ON INVESTMENT CORPORATION a
Delaware
corporation ("ROIE"), GO SOFTWARE, INC., a Georgia corporation
("GO SOFTWARE")
and TECTONIC SOLUTIONS, INC., a Georgia corporation ("TECTONIC
SOLUTIONS" and
together with ROIE and GO Software, each a "BORROWER" and
collectively the
"BORROWERS") jointly and severally promises to pay to LAURUS
MASTER FUND, LTD.,
c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T.,
Queensgate House,
South Church Street, Grand Cayman, Cayman Islands, Fax:
345-949-9877 (the
"Holder") or its registered assigns, on order, the sum of One
Million Five
Hundred Thousand Dollars ($1,500,000) or, if different, the
aggregate principal
amount of all "REVOLVING LOANS" (as such term is defined in the
Security
Agreement referred to below), together with any accrued and
unpaid interest
hereon, on January 9, 2008 (the "MATURITY DATE")
Capitalized terms used herein without definition shall have
the
meanings ascribed to such terms in the Security Agreement among
the Borrowers
and the Holder dated as of the date hereof (as amended, modified
and
supplemented from time to time, the "SECURITY AGREEMENT").
The following terms shall apply to this Note:
ARTICLE I
CONTRACT RATE & PREPAYMENTS
1.1. Interest Rate. Subject to Article IV and Section 5.7,
interest
payable on this Note shall accrue at a rate per annum equal to
the "prime rate"
published in The Wall Street Journal from time to time (the
"PRIME Rate"), plus
three percent (3%) (the "CONTRACT RATE"). The Prime Rate shall
be increased or
decreased as the case may be for each increase or decrease in
the Prime Rate in
an amount equal to such increase or decrease in the Prime Rate;
each change to
be effective as of the day of the change in such rate in
accordance with the
terms of the Security Agreement. Subject to Section 1.2, the
Contract Rate shall
not be less than seven percent (7%).
1.2. Contract Rate Adjustments and Payments. The Contract Rate
shall be
calculated on the last business day of each month hereafter
until the Maturity
Date (each a "DETERMINATION DATE") and shall be subject to
adjustment as set
forth herein. If (i) ROIE shall have registered the resale of
the shares of
ROIE's common stock underlying each of the conversion of the
Minimum Borrowing
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Notes, the Secured Convertible Term Note and that certain
warrant issued to
Holder on a registration statement declared effective by the
Securities and
Exchange Commission (the "SEC"), and (ii) the market price (the
"MARKET PRICE")
of the Common Stock as reported by Bloomberg, L.P. on the
Principal Market (as
defined below) for the five (5) trading days immediately
preceding a
Determination Date exceeds the then applicable Fixed Conversion
Price by at
least twenty five percent (25%), the Contract Rate for the
succeeding calendar
month shall automatically be reduced by 200 basis points (200
b.p.) (2.0%) for
each incremental twenty five percent (25%) increase in the
Market Price of the
Common Stock above the then applicable Fixed Conversion Price.
If (i) ROIE shall
not have registered the resale of the shares of ROIE's common
stock underlying
the conversion of the Minimum Borrowing Notes, the Secured
Convertible Term Note
and that certain warrant issued to Holder on a registration
statement declared
effective by the SEC and which remains effective, and (ii) the
Market Price of
the Common Stock as reported by Bloomberg, L.P. on the principal
market for the
five (5) trading days immediately preceding a Determination Date
exceeds the
then applicable Fixed Conversion Price by at least twenty five
percent (25%),
the Contract Rate for the succeeding calendar month shall
automatically be
decreased by 100 basis points (100 b.p.) (1.0%) for each
incremental twenty five
percent (25%) increase in the Market Price of the Common Stock
above the then
applicable Fixed Conversion Price. Notwithstanding the foregoing
(and anything
to the contrary contained in herein), in no event shall the
Contract Rate be
less than zero percent (0%). Interest shall be (i) calculated on
the basis of a
360 day year, and (ii) payable monthly, in arrears, commencing
on February 1,
2005 and on the first business day of each consecutive calendar
month thereafter
until the Maturity Date (and on the Maturity Date), whether by
acceleration or
otherwise (each, a "CONTRACT RATE PAYMENT DATE").
1.3. Allocation of Principal to Minimum Borrowing Note. In the
event
that the amount due and payable hereunder should equal or exceed
$500,000, to
the extent that the outstanding balance on the Minimum Borrowing
Note shall be
less than $500,000 (the difference of $500,000 less the actual
balance of the
Minimum Borrowing Note, the "AVAILABLE MINIMUM BORROWING"), such
portion of the
balance hereof as shall equal the Available Minimum Borrowing
shall be deemed to
be simultaneously extinguished on this Note and transferred to,
and evidenced
by, a Minimum Borrowing Note.
ARTICLE II
HOLDER'S CONVERSION RIGHTS
2.1. Optional Conversion. Subject to the terms of this Article
II, the
Holder shall have the right, but not the obligation, at any time
until the
Maturity Date, or during an Event of Default (as defined in
Article IV), and,
subject to the limitations set forth in Section 2.2 hereof, to
convert all or
any portion of the outstanding Principal Amount and/or accrued
interest and fees
due and payable into fully paid and nonassessable restricted
shares of the
Common Stock at the Fixed Conversion Price (defined below). For
purposes hereof,
subject to Section 2.5 hereof, the "FIXED CONVERSION PRICE"
means, $2.11 (which
has been determined on the date of this Note as an amount equal
to 103% of the
average closing price of the Common Stock for the thirty (30)
trading days
immediately prior to the date of this Note, but not greater than
110% of the
closing price on the trading day immediately prior to the date
of this Note).
The shares of Common Stock to be issued upon such conversion are
herein referred
to as the "CONVERSION SHARES."
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2.2. Conversion Limitation. Notwithstanding anything contained
herein
to the contrary, the Holder shall not be entitled to convert
pursuant to the
terms of this Note an amount that would be convertible into that
number of
Conversion Shares which would exceed the difference between the
number of shares
of Common Stock beneficially owned by such Holder or issuable
upon exercise of
warrants held by such Holder and 4.99% of the outstanding shares
of Common Stock
of ROIE. Further, until the consummation of the GO Software Sale
as defined in
the Security Agreement of even date herewith, the Holder shall
not be entitled
to convert pursuant to the terms of this Note an amount that
when aggregated
with shares of Common Stock received by Holder upon exercise of
warrants held by
Holder and upon the conversion of other convertible notes held
by Holder would
equal in the aggregate more than 5% of the outstanding shares of
Common Stock of
ROIE. For the purposes of this Section 2.2, beneficial ownership
shall be
determined in accordance with Section 13(d) of the Exchange Act
and Regulation
13d-3 thereunder. The Conversion Shares limitation described in
the first
sentence of this Section 2.2 shall automatically become null and
void without
any notice to any Borrower upon the occurrence and during the
continuance beyond
any applicable grace period of an Event of Default, or upon 75
days prior notice
to ROIE.
2.3. Mechanics of Holder's Conversion. In the event that the
Holder
elects to convert this Note into Common Stock, the Holder shall
give notice of
such election by delivering an executed and completed notice of
conversion
("NOTICE OF CONVERSION") to ROIE and such Notice of Conversion
shall provide a
breakdown in reasonable detail of the Principal Amount, accrued
interest and
fees that are being converted. On each Conversion Date (as
hereinafter defined)
and in accordance with its Notice of Conversion, the Holder
shall make the
appropriate reduction to the Principal Amount, accrued interest
and fees as
entered in its records and shall provide written notice thereof
to ROIE within
two (2) business days after the Conversion Date. Each date on
which a Notice of
Conversion is delivered or telecopied to ROIE in accordance with
the provisions
hereof shall be deemed a Conversion Date (the "CONVERSION
DATE"). A form of
Notice of Conversion to be employed by the Holder is annexed
hereto as Exhibit
A. Pursuant to the terms of the Notice of Conversion, ROIE will
issue
instructions to the transfer agent accompanied by an opinion of
counsel within
two (2) business days of the date of the delivery to ROIE of the
Notice of
Conversion and shall cause the transfer agent to transmit the
certificates
representing the Conversion Shares to the Holder by crediting
the account of the
Holder's designated broker with the Depository Trust Corporation
("DTC") through
its Deposit Withdrawal Agent Commission ("DWAC") system within
three (3)
business days after receipt by ROIE of the Notice of Conversion
(the "DELIVERY
DATE"). In the case of the exercise of the conversion rights set
forth herein
the conversion privilege shall be deemed to have been exercised
and the
Conversion Shares issuable upon such conversion shall be deemed
to have been
issued upon the date of receipt by ROIE of the Notice of
Conversion. The Holder
shall be treated for all purposes as the record holder of such
Common Stock,
unless the Holder provides ROIE written instructions to the
contrary.
2.4. Late Payments. Each Borrower understands that a delay in
the
delivery of the shares of Common Stock in the form required
pursuant to this
Article beyond the Delivery Date could result in economic loss
to the Holder. As
compensation to the Holder for such loss, each Borrower agrees
to jointly and
severally pay late payments to the Holder for late issuance of
such shares in
the form required pursuant to this Article III upon conversion
of the Note, in
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the amount equal to $500 per business day after the Delivery
Date. Each Borrower
shall pay any payments incurred under this Section in
immediately available
funds upon demand.
2.5. Adjustment Provisions. The Fixed Conversion Price and
number and
kind of shares or other securities to be issued upon conversion
determined
pursuant to Section 2.1 shall be subject to adjustment from time
to time upon
the happening of certain events while this conversion right
remain
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