ex43to1012ga403864_05302008.htm


    Exhibit 4.3

     

    
      THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.  THE
SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT AS OTHERWISE AGREED BY THE
COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

       

      QUERYOBJECT
SYSTEMS CORPORATION

       

      SENIOR
CONVERTIBLE PROMISSORY NOTE

       

      
        	
                $________

              	
                May
      19, 2008

              
	 
      	 
      
	 
      	 
      


      

      FOR VALUE
RECEIVED QUERYOBJECT SYSTEMS CORPORATION, a Delaware corporation (the “Company”), promises
to pay to ________________ (“Holder”), or its
registered assigns, the aggregate principal sum of ________________, together
with accrued and unpaid interest from the date of this Note (as hereinafter
defined) at a rate equal to eight percent (8.00%) per annum, computed on the
basis of the actual number of days elapsed and a year of 365
days.  All unpaid principal, together with any then unpaid and accrued
interest and other amounts payable hereunder, shall be due and payable on the
earlier of (i) May 19, 2009 and (ii) an “Event of Default” (as
hereafter defined) that has not been waived in writing by all “Holders” (as
hereafter defined).

       

      This note
(the “Note”) is
one of several notes issued as of the date hereof by the Company for working
capital purposes.  Such notes are collectively referred to as “Notes,” and the
holders of the Notes are collectively referred to as “Holders.”  Each
of the Holders acknowledges and agrees that the payment of the outstanding
principal amount of this Note and all interest hereon shall be pari passu in
right of payment and in all other respects to the other Notes.

       

      1.           Subordination of Other
Indebtedness.  The indebtedness evidenced by this Note shall be
senior in right of payment to any and all other indebtedness of the Company and
the Company shall not incur any such other indebtedness unless in connection
therewith the holder of such other indebtedness agrees to the subordination
thereof to the indebtedness evidenced by the Note on such terms as the Holder
may require; provided, however, that nothing
in this Section 1 shall be construed as prohibiting the Company from incurring
unsecured trade debts in the ordinary course of business.

       

      2.           Prepayment.  The
Company may prepay the Notes at any time prior to maturity of the Notes upon the
written consent of all Holders.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.           Conversion.

       

      (a)           Subject
to and upon compliance with the provisions of this Section 3, the Holder shall
have the right, at its option, to convert this note into fully paid and
nonassessable shares of Common Stock par value $0.003 per share, of the Company
(“Common Stock”) at the “Conversion Price”
upon the terms set forth herein.

       

      (b)           Conversion
Price.

       

      (i)           This
Note shall be converted into a number of shares of Common Stock determined by
dividing (i) the face amount of this Note by (ii) the Conversion Price in effect
on the Conversion Date.  The Conversion Price at which shares of
Common Stock shall initially be issuable upon conversion shall be
$0.003.  The Conversion Price shall be subject to adjustment as set
forth in Section 3(e) below.

       

      (c)           Mechanics of
Conversion.

       

      (i)           The
Holder must exercise the conversion right by surrendering to the Company at its
principal office or to any transfer agent of the Company this Note, accompanied
by written notice specifying the number of shares to be converted and the name
or names in which it desires the certificate or certificates of shares of Common
Stock to be issued.

       

      (ii)           Conversion
shall be deemed to have been effected on the date when delivery of this Note and
a notice of an election to convert is made.  Such date is referred to
herein as the “Conversion
Date.”

       

      (iii)           As
promptly as practicable after the Conversion Date, the Company shall issue and
deliver upon the written order of the Holder a certificate or certificates for
the number of full shares of Common Stock to which such holder is
entitled.

       

      (iv)           The
person in whose name the certificate or certificates for Common Stock are to be
issued shall be deemed to have become a holder of record of such Common Stock on
the applicable Conversion Date.

       

      (v)           Upon
conversion of only a portion of this Note surrendered for conversion, the
Company shall issue and deliver to or upon the written order of the Holder, at
the expense of the Company, a new Note in the face amount representing the
unconverted portion of this Note so surrendered.

       

      (d)           Fractional
Shares.  No fractional shares of Common Stock or scrip shall be
issued upon conversion of this Note.  Instead of any fractional shares
of Common Stock which would otherwise be issuable upon conversion of this Note,
the Company shall pay a cash adjustment in respect of such fractional interest
in an amount equal to that fractional interest.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (e)           Adjustment
Provisions.  The Conversion Price shall be subject to
adjustment from time to time as follows:

       

      (i)           Conversion Price
Adjustments.  The Conversion Price hereof shall be subject to
adjustment at any time when this Note is issued and outstanding, in the
following manner (i) the Conversion Price shall be proportionately reduced if
the number of outstanding shares of Common Stock, as a class, is increased by a
stock split, stock dividend, reclassification or other similar event; and (ii)
the Conversion Price shall be proportionately increased if the number of
outstanding shares of Common Stock, as a class, is decreased by a reverse stock
split, combination or reclassification of shares, or other similar
event.

       

      (ii)           Adjustment in the Aggregate
Number of Shares.  Upon each adjustment of the Conversion Price
pursuant to the provisions of this Section 3, the aggregate number of shares of
Common Stock issuable upon the exercise of this Note shall be adjusted to the
nearest full number obtained by multiplying the Conversion Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
issuable upon conversion of this Note immediately prior to such adjustment and
dividing the product so obtained by the adjusted Conversion Price.

       

      (iii)           Adjustment Due to Mergers,
Consolidation, etc.  If, at any time when this Note is issued
and outstanding, there shall be (i) any consolidation or merger of the Company
with any other corporation (other than a merger in which the Company is the
surviving or continuing entity and the owners of the Company’s voting capital
stock immediately prior to such merger continue to hold at least 50% of the
voting securities of the Company after the merger), (ii) any sale or transfer of
all or substantially all of the assets of the Company or (iii) any share
exchange pursuant to which all of the outstanding shares of Common Stock are
converted into other securities or property (each such event a “Merger Event”),
then the Holder shall thereafter have the right to receive upon the conversion
of his or its Note, upon the basis and upon the terms and conditions specified
herein and in lieu of shares of Common Stock, such shares of stock, securities
and other property as would have been issuable or payable in connection with the
Merger Event with respect to or in exchange for the number of shares of Common
Stock immediately theretofore issuable and receivable upon the exercise of this
Warrant had such Merger Event not taken place, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the Holder
to the effect that the provisions hereof (including, without limitation,
provisions for adjustment of the Conversion Price and the corresponding number
of shares of Common Stock issuable upon conversion of this Note) shall
thereafter be applicable, as nearly as may be practicable in relation to any
shares of stock or securities thereafter deliverable upon the exercise
hereof.  The Company shall not effect any transaction described in
this Section 3(e) unless (x) the Holder of this Note has been given written
notice as provided in Section 3(f), and (y) the resulting successor or acquiring
entity (if not the Company) assumes by written instrument the obligations of
this Section 3(e).  The above provisions shall similarly apply to
successive consolidations, mergers, sales, transfers or share
exchanges.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      (iv)           Adjustment for Other
Events.  If any event occurs as to which the foregoing
provisions of this Section 3 are not strictly applicable or, if strictly
applicable, would not fairly and adequately protect the conversion rights of
this Note in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make such adjustments in the
application of such provisions, in accordance with such essential intent and
principles, as shall be reasonably necessary, to protect such exercise rights as
aforesaid, but in no event shall any such adjustment have the effect of
increasing the Conversion Price or decreasing the number of shares of Common
Stock issuable upon conversion of this Note.

       

      (f)           Notice to
Holders.  If the Company proposes to take any action of the
type described in Section 3(e), the Company shall give notice to the Holder in
the manner set forth in this Section 3(f), which notice shall specify the record
date, if any, with respect to any such action and the approximate date on which
such action is to take place.  Such notice shall also set forth such
facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action (to the extent such effect may be known at the date of
such notice) on the Conversion Price and the number, kind or class of shares or
other securities or property which shall be deliverable upon conversion of this
Note.  In the case of any action which would require the fixing of a
record date, such notice shall be given at least 10 days prior to the date so
fixed, and in case of all other action, such notice shall be given at least 15
days prior to the taking of such proposed action.  Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
any such action.

       

      (g)           Treasury
Stock.  For the purposes of this Section 3, the sale or other
disposition of any Common Stock theretofore held in the Company’s treasury shall
be deemed to be an issuance thereof.

       

      (h)           Costs.  The
Company shall pay all documentary, stamp, transfer or other transactional taxes
attributable to the issuance or delivery of shares of Common Stock upon
conversion of any part of this Note; provided, however, that the
Company shall not be required to pay any taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificate for such
shares in a name other than that of the Holder in respect of which such shares
are being issued.

       

      (i)           Reservation of
Shares.  The Company shall reserve at all times, as long as
this Note remain outstanding, free from preemptive rights, out of its treasury
stock (if applicable) or its authorized but unissued shares of Common Stock, or
both, solely for the purposes of effecting the conversion of the Notes,
sufficient shares of Common Stock to provide for the conversion of all the
Notes.

       

      (j)           Approvals.  If
any shares of Common Stock to be reserved for the purpose of conversion of this
Note require registration with or approval of any governmental authority under
any Federal or state law before such shares may be validly issued or delivered
upon conversion, then the Company will in good faith and as expeditiously as
possible endeavor to secure such registration or approval, as the case may
be.

       

      (k)           Valid
Issuance.  Upon issuance by the Company, all shares of Common
Stock which may be issued upon conversion of this Note shall be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof, and the Company shall take no action which
will cause a contrary result (including but not limited to, any action which
would cause the Conversion Price to be less than the par value, if any, of the
Common Stock).

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      (l)           No
Impairment.  The Company will not, by amendment of its Amended
and Restated Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Amended and Restated Certificate of Incorporation and
in the taking of all such action as may be necessary or appropriate to protect
the rights of the Holders against impairment.

       

      4.           Default and
Remedies.

       

      (a)           Defaults.  The
Company shall be deemed in default under this Note upon the occurrence of any of
the following events (each an “Event of
Default”):

       

      (i)           Failure to
Pay.  The Company shall fail to pay when due any principal
payment or interest or other payment required under the terms of this Note;
or

       

      (ii)           Breaches of Other
Covenants.  The Company shall fail to observe or perform any
other material covenant, obligation, condition or agreement contained in this
Note and such breach of a covenant, obligation, condition or agreement shall not
be cured by the Company within fifteen (15) days after the Holder has
provided written notice to the Company of such breach; or

       

      (iii)           Representations and
Warranties.  Any representation, warranty or certificate
required to be made or furnished by or on behalf of the Company to the Holder in
writing under the terms of this Note, or as an inducement to the Holder to enter
into this Note, shall be false, incorrect, incomplete or misleading in any
material respect when made or furnished; or

       

      (iv)           Other Payment
Obligations.  The Company shall (i) fail to make any payment
when due under the terms of any bond, debenture, note or other evidence of
indebtedness and such failure shall continue beyond any period of grace provided
with respect thereto, unless such failure is a result of a dispute in good faith
or represents amounts that will not have a material adverse effect on the
financial condition of the Company, or (ii) default in the observance or
performance of any other agreement, term or condition contained in any such
bond, debenture, note or other evidence of indebtedness, which default is not a
result of a dispute in good faith, and the effect of such failure or default is
to cause, or permit the holder or holders thereof to cause, indebtedness to
become due prior to its stated date of maturity; or

       

      (v)           Voluntary Bankruptcy or
Insolvency Proceedings.  The Company shall (i) apply for
or consent to the appointment of a receiver, trustee, liquidator or custodian of
itself or of all or a substantial part of its property, (ii) be unable, or
admits in writing its inability, to pay its debts generally as they mature,
(iii) make a general assignment for the benefit of it or any of its
creditors, (iv) be dissolved or liquidated, (v) become insolvent (as
such term may be defined or interpreted under any applicable statute),
(vi) commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
consent to any such relief or to the appointment of or taking possession of its
property by any official in an involuntary case or other proceeding commenced
against it, or (vii) take any action for the purpose of effecting any of
the foregoing; or

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      (vi)           Involuntary Bankruptcy or
Insolvency Proceedings.  Proceedings for the appointment of a
receiver, trustee, liquidator or custodian of the Company or any of its
subsidiaries or of all or a substantial part of the property thereof, or an
involuntary case or other proceedings seeking liquidation, reorganization or
other relief with respect to the Company or the debts thereof under any
bankruptcy, insolvency or other similar law now or hereafter in effect shall be
commenced and an order for relief entered or such proceeding shall not be
dismissed or discharged within thirty (30) days of commencement;
or

       

      (vii)           Judgments.  A
final judgment or order for the payment of money in excess of One Hundred
Thousand Dollars ($100,000) shall be rendered against the Company and the same
shall remain undischarged for a period of thirty (30) days during which
execution shall not be effectively stayed, or any judgment, writ, assessment,
warrant of attachment, or execution or similar process shall be issued or levied
against a substantial part of the property of the Company and such judgment,
writ, or similar process shall not be released, stayed, vacated or otherwise
dismissed within thirty (30) days after issue or levy;

       

      5.           Remedies.  Upon
the occurrence and during the continuance of any Event of Default that has not
been waived in writing by all the Holders:  (i) if such Event of
Default is other than an Event of Default specified in Section 4(v) or 4(vi)
hereof, the Holder, by delivery of notice in writing to the Company, may declare
the aggregate principal amount and all accrued and unpaid interest hereunder to
be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable, (ii) if such Event of Default is an Event of
Default specified in Section 4(v) or 4(vi) hereof, the principal amount of the
Notes then outstanding and all accrued and unpaid interest hereunder shall
become and be immediately due and payable without any declaration or other act
on the part of the Holder, and (iii) the Company shall pay all reasonable
expenses of the Holder (including all reasonable legal fees and expenses)
incurred in effecting or attempting to effect collection or enforcement of this
Note.

       

      6.           Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default.

       

      (a)           No
right or remedy herein conferred upon or reserved to the Holder is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      (b)           No
delay or omission of the Holder to exercise any right or power accruing upon any
Event of Default occurring and continuing under this Note shall impair any such
right or power or shall be construed to be a waiver of any such Event of Default
or an acquiescence therein; and every power and remedy given by this Note or by
law may be exercised from time to time, and as often as shall be deemed
expedient, by the Holder.

       

      (c)           All
Holders may waive any past Event of Default hereunder and its
consequences.  In the case of any such waiver, the Company and the
Holder shall be restored to their former positions and rights under this Note,
respectively, with respect to the Event of Default as to which a waiver is
given, but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon.

       

      7.           Payments Free of Taxes,
Etc.  All payments made by the Company under this Note shall be
made by the Company free and clear of and without deduction for any and all
present and future taxes, levies, charges, deductions and
withholdings.  In addition, the Company shall pay upon demand any
stamp or other taxes, levies or charges of any jurisdiction with respect to the
execution, delivery, registration, performance and enforcement of this
Note.  Upon request by the Holder, the Company shall furnish evidence
satisfactory to the Holder that all requisite authorizations and approvals by,
and notices to and filings with, governmental authorities and regulatory bodies
have been obtained and made and that all requisite taxes, levies and charges
have been paid.

       

      8.           Waiver and
Amendment.  Any provision of the Notes may be amended, waived
or modified upon the written consent of the Company and the
Holders.

       

      9.           Governing
Law.  This Note shall be governed by the corporate laws of the
State of New York and, as to matters of law other than corporate law, shall be
governed by the laws of the State of New York as they apply to contracts entered
into and wholly to be performed in such state by residents thereof.

       

      10.           Successors and
Assigns.  Subject to the restrictions on transfer described in
Section 12 below, the respective rights and obligations of the Company and the
Holder of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

       

      11.           Transfer of this
Note.  With respect to any offer, sale or other disposition of
this Note, the Holder will give written notice to the Company prior thereto,
describing briefly the manner thereof and the identity of the transferee, a
consent of the party to whom the Holder proposes to sell or dispose this Note
that such party agrees to be bound by the terms and conditions of the Security
Agreement and, if necessary, a written opinion of the Holder’s counsel
reasonably satisfactory to the Company, to the effect that such offer, sale or
other distribution may be effected without registration or qualification (under
any federal or state law then in effect). Upon receiving such written notice and
reasonably satisfactory opinion, the Company, as promptly as practicable, shall
notify the Holder that the Holder may sell or otherwise dispose of this Note or
such securities, all in accordance with the terms of the notice delivered to the
Company.  If a determination has been made pursuant to this
Section 13 that the opinion of counsel for the Holder is not reasonably
satisfactory to the Company, the Company shall so notify the Holder promptly
after such determination has been made.  Each Note thus transferred
shall bear a legend as to the applicable restrictions on transferability in
order to ensure compliance with the Securities Act of 1933, as
amended.  The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.  Subject to the
foregoing, transfers of this Note shall be registered upon registration books
maintained for such purpose by or on behalf of the Company.  Prior to
presentation of this Note for registration of transfer, the Company shall treat
the registered holder hereof as the owner and holder of this Note for the
purpose of receiving all payments of principal and interest hereon and for all
other purposes whatsoever, whether or not this Note shall be overdue and the
Company shall not be affected by notice to the contrary.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      12.           Assignment by
Company.  Neither this Note nor any of the rights, interests or
obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Company without the prior written consent of all the
Holders, except in connection with an assignment in whole to a successor entity
to the Company, provided that such successor entity acquires all or
substantially all of Company’s property and assets and Holder’s rights hereunder
are not impaired.  No assignment relieves the Company of any of its
obligations hereunder.

       

      13.           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed effective upon actual receipt or, if earlier, (i) the date of delivery,
if hand-delivered, (ii) five (5) business days after the date of deposit in U.S.
mail, postage prepaid, for registered or certified mail (return receipt
requested), (iii) one business day after the business day of transmission by
facsimile (with acknowledgment of complete transmission and copy sent by first
class U.S. mail, postage prepaid), and (iv) one business day after the business
day of deposit with Federal Express or similar courier for overnight delivery,
freight prepaid, in each case to a party as follows:

       

      
        
          	
                  (a)

                	
                  If
      to the Company:

                	
                  QueryObject
      Systems Corporation

                
	 
      	 
      	
                  c/o
      Olshan Grundman Frome Rosenzweig & Wolosky LLP

                
	 
      	 
      	
                  Park
      Avenue Tower

                
	 
      	 
      	
                  65
      East 55th
      Street

                
	 
      	 
      	
                  New
      York, New York 10022

                
	 
      	 
      	
                  Attention:   Chief
      Financial Officer

                   

                
	 
      	
                  with
      a copy to:

                	
                  Olshan
      Grundman Frome Rosenzweig & Wolosky LLP

                
	 
      	 
      	
                  Park
      Avenue Tower

                
	 
      	 
      	
                  65
      East 55th
      Street

                
	 
      	 
      	
                  New
      York, New York 10022

                
	 
      	 
      	
                  Attention:   David
      J. Adler, Esq.

                


        

      

       

      
        (b)          
If
to the Holder, to the address set forth in the Company’s
records.

      

       

      Any party
may change by notice the address to which notices to it are to be
addressed.  Such notice of change of address must be deemed given and
received, as provided for in this Section, 5 business days before any notice
required or permitted under this Agreement in order to be
effective.

       

      [Remainder
of page intentionally left blank]

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.

       

      
        	
                COMPANY

              
	 
      
	
                QueryObject
      Systems Corporation

              
	 
      
	 
      
	
                (Signature)

              
	 
      
	 
      
	
                (Print
      Name)

              
	 
      
	 
      
	
                (Title)