EXHIBIT 10.1


 


THE OFFER, SALE AND ISSUANCE
OF THIS THIRD AMENDED AND RESTATED GRID NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THIS NOTE (AS DEFINED BELOW) MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED
UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THIS SECURITY AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS
IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER
EVIDENCE, REASONABLY SATISFACTORY TO THE BORROWER (AS DEFINED BELOW), THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER,
SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.


 


THIRD AMENDED AND RESTATED GRID NOTE


 


	Up to $250,000.00	 	Dated as of: September 30, 2011


 


FOR VALUE RECEIVED, the undersigned
BLUEDATA CORPORATION, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order
of KENNETH BLOOM AND DEBORAH BLOOM (collectively, the “Lender”), on September 30, 2012 (the “Maturity
Date”), the entire aggregate principal amount of all sums advanced by the Lender to the Borrower pursuant to this Third
Amended and Restated Grid Note, and as more specifically set forth on Schedule A attached hereto (each an “Advance”
outstanding), together with accrued interest thereon. This Third Amended and Restated Grid Note amends and restates that certain
Demand Grid Promissory Note, dated as of January 11, 2011, made by the Borrower in favor of the Lender, as amended by that certain
Amended and Restated Grid Note, dated as of April 6, 2011, made by the Borrower in favor of the Lender, as amended by that certain
Second Amended and Restated Grid Note, dated as of April 27, 2011, made by the Borrower in favor of the Lender (as amended and
restated, the “Note”).


 


1.            Interest
Rate. Borrower shall pay interest, annually (on each anniversary of the date of the issuance of this Note) in arrears, on the
unpaid principal balance hereof outstanding from time to time at a rate equal to Five Percent (5%) per annum, computed on the basis
of the actual number of days elapsed and a year of 365 days. Interest shall commence to accrue as of January 11, 2011, and shall
continue to accrue on the unpaid principal balance hereof until the principal hereof is paid in full (whether before or after maturity
or judgment).


 



    	 



    	 



    

 


Anything contained in this Note to the contrary
notwithstanding, the Lender does not intend to charge and the Borrower shall not be required to pay interest or other charges in
excess of the maximum rate permitted by applicable law. Any payments in excess of such maximum rate shall be refunded to Borrower
or credited against principal.


 


2.            Payment.
The outstanding principal amount of all Advances made under this Note and all accrued but unpaid interest hereunder shall be due
and payable on the Maturity Date.


 


3.            Pre-Payment.
The outstanding principal amount of all Advances made under this Note may be prepaid at any time, in whole or in part, without
premium or penalty.


 


4.            Advances;
Schedule A.


 


		(a)	All Advances made by the Lender to the Borrower and all payments made on account of the outstanding principal balance hereof
shall be recorded and endorsed by the Lender on Schedule A attached hereto, which is made a part of this Note. All such
recordations by the Lender shall be final and binding upon the Borrower absent manifest error demonstrated by the Borrower.



 


		(b)	In the event the Borrower, in its reasonable discretion, shall determine that it requires an Advance in order to pay operating
expenses actually incurred by the Borrower, the Borrower shall deliver to the Lender a written notice of borrowing on any business
day prior to the Maturity Date specifying, without limitation, the amount of the requested Advance and the date upon which such
Advance is required to be paid to the Borrower (such notice, a “Borrowing Notice”).



 


		(c)	Within 10 business days of receipt of a Borrowing Notice, the Lender shall make available to the Borrower, at the address or
to the bank account provided in the Borrowing Notice, an amount in immediately available funds equal to the amount requested pursuant
to the Borrowing Notice.



 


5.            Default.
Upon the occurrence of an Event of Default, as hereinafter defined: this Note shall become forthwith due and payable, to the Lender,
without presentment, demand or protest or notice of any kind, all of which are being hereby expressly waived by the Borrower. An
“Event of Default” is defined as: (i) a default in the payment when due of any amount under this Note,
(ii) the dissolution (either voluntary or involuntary) of the Borrower, (iii) the Borrower becoming bankrupt, either
on a voluntary or involuntary basis, (iv) the Borrower making a general assignment for the benefit of its creditors, or (v)
the Borrower terminating its registration under Section 12(g) of the Securities Exchange Act of 1934 by making a filing on Form
15. Any costs incurred by the Lender in the enforcement of this Note and the collection of the amounts due hereunder upon an Event
of Default shall be payable by the Borrower to the Lender immediately upon demand therefor.


 



    	 



    	 



    

 


6.            WAIVER,
JURY TRIAL WAIVER. THE BORROWER ACKNOWLEDGES THAT THIS NOTE EVIDENCES A COMMERCIAL TRANSACTION AS THAT TERM IS DEFINED IN CONNECTICUT
GENERAL STATUTES SECTION 52-278a(a) AND PURSUANT TO CONNECTICUT GENERAL STATUTES SECTIONS 52-278b AND 52-278f, THE BORROWER DOES
HEREBY WAIVE ITS RIGHTS TO NOTICE AND HEARING PRIOR TO THE ISSUANCE BY THE PAYEE OF ANY PREJUDGMENT REMEDY, AND THE BORROWER HEREBY
FURTHER WAIVES ANY RIGHTS AS MAY EXIST UNDER FEDERAL LAW TO ANY NOTICE AND OR HEARING PRIOR TO THE PAYEE’S OBTAINING AND
EXERCISING ANY PREJUDGMENT REMEDY. ADDITIONALLY, THE BORROWER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE AND IN ANY ACTION DIRECTLY OR INDIRECTLY RELATED TO OR CONNECTED WITH THE OBLIGATIONS
PROVIDED FOR HEREIN, OR ANY CONDUCT RELATING TO THE ADMINISTRATION OR ENFORCEMENT OF SUCH OBLIGATIONS OR ARISING FROM THE DEBTOR
AND CREDITOR RELATIONSHIP OF THE PARTIES HERETO. THE BORROWER ACKNOWLEDGES THAT THIS WAIVER MAY DEPRIVE IT OF AN IMPORTANT RIGHT
AND THAT SUCH WAIVER HAS KNOWINGLY AND VOLUNTARILY BEEN AGREED TO BY THE BORROWER.


 


7.            Certain
Waivers. The Borrower and any endorser or guarantor hereof (collectively, the “Obligors”) and each of them:
(i) waive(s) presentment, diligence, protest, demand, notice of demand, notice of acceptance or reliance, notice of non-payment,
notice of dishonor, notice of protest and all other notices to parties in connection with the delivery, acceptance, performance,
default or enforcement of this Note, any endorsement or guaranty of this Note, or any collateral or other security; (ii) consent(s)
to any and all delays, extensions, renewals or other modifications with respect to this Note, any related document or the debt(s)
or collateral evidenced hereby or thereby or any waivers of any term hereof or thereof, any release, surrender, taking of additional,
substitution, exchange, failure to perfect, record, preserve, realize upon, or lawfully dispose of, or any other impairment of,
any collateral or other security, or any other failure to act by the Lender or any other forbearance or indulgence shown by the
Lender, from time to time and in one or more instances (without notice to or assent from any of the Obligors) and agree(s) that
none of the foregoing shall release, discharge or otherwise impair any of their liabilities; (iii) agree(s) that the full or partial
release or discharge of any Obligor(s) shall not release, discharge or otherwise impair the liabilities of any other Obligor(s);
and (iv) otherwise waive(s) any other defenses based on suretyship or impairment of collateral.


 


8.            Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to
its conflicts of laws principles.


 


9.            NON-NEGOTIABLE;
BINDING NATURE. THIS NOTE IS NOT NEGOTIABLE WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER (WHICH MAY BE WITHHELD IN THE SOLE
DISCRETION OF THE LENDER). This Note shall bind the Borrower and shall inure to the benefit of the Lender and its heirs, representatives,
successors and permitted assigns.


 


10.           Specific
Performance. The Borrower acknowledges that its breach or threatened or attempted breach of any provision of this Note would
cause irreparable harm to the Lender not compensable in money damages and that the Lender shall be entitled, in addition to all
other applicable remedies, to a temporary and permanent injunction and a decree for specific performance of the terms of this Note,
without being required to prove damages or furnish any bond or other security.


 



    	 



    	 



    

 


11.           General.
No failure or delay on the part of the Lender in exercising any right, power, or remedy hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or
the exercise of any other right, power, or remedy hereunder. No waiver of any provision hereof shall be effective unless the same
shall be in writing and signed by the Borrower and the Lender. This Note may only be amended by a written instrument referring
to this Note and executed by the Borrower and the Lender. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The remedies herein provided are cumulative and
not exclusive of any remedies provided by law or equity.


 


	 	BLUEDATA CORPORATION
	 	 
	 	By  	/s/ Kenneth A. Bloom
	 	 	Name:  Kenneth A. Bloom
	 	 	Title:    President & CEO


 


Accepted and Agreed:


 


	LENDER	 
	 	 
	/s/ Kenneth A. Bloom	 
	Kenneth A. Bloom	 
	 	 
	/s/ Deborah A. Bloom	 
	Deborah A. Bloom	 


 



    	 



    	 



    

SCHEDULE A


 


ADVANCES AND PAYMENTS OF PRINCIPAL


   


	
         

        Date
	
         

        Amount of

        Advance
	
         

        Amount of

        Principal Paid

        or Prepaid
	
         

         

        Unpaid Principal

        Balance
	
         

         

        Notation 

        Made By

	 	[Amounts to be added and/or deleted as advanced or paid.]