Micromem Technologies: Exhibit 4.7 - Filed by newsfilecorp.com






Exhibit 4.7

PROMISSORY NOTE


Date: [###], 2009


FOR VALUE RECEIVED, and intending to be legally bound, the
undersigned, Unotron Inc. (the “Borrower”), with an address of [ ],
unconditionally promises to pay on September 30, 2010 (the “Maturity
Date”) to Micromem Technologies Inc. (the “Lender”) or order, at such
place as the Lender may direct in writing, the principal amount of TWO HUNDRED
THOUSAND [UNITED STATES] DOLLARS ($200,000), with interest thereon calculated
from [August 1, 2009] and payable quarterly in arrears on the first day of
November, February, May and August (each an “Interest Payment Date”) at
the same place, both before and after maturity, default and judgment, at a
nominal rate per annum equal at all times to TEN PERCENT (10%) (the “Interest
Rate”), and interest on overdue interest, and interest accruing after the
occurrence of an Event of Default (as defined below), payable at the Interest
Rate plus 8%. Interest charges and all other fees and charges in this promissory
note (the “Note”) shall be computed on the basis of a year of 360 days and
actual days elapsed. 

Prepayment:


The Borrower may at any time prepay the principal amount of
this Note, in whole or in part, together with accrued interest thereon, and all
fees then due and payable, without penalty or premium. Such prepayments shall be
applied first to accrued and unpaid interest and then to principal in the
inverse order of maturity. The actual amount due and owing from time to time
under this Note shall be evidenced by the Lender’s records of receipts and
disbursements, which shall be prima facie evidence of such amount, absent
manifest error. 

Security:


The obligations of the Borrower under this Note shall be
secured by a first priority security interest of the Lender over all of the
assets of the Borrower pursuant to the terms of the Security Agreement dated as
of [### ], 2009 made by the Borrower in favor of the Lender (the “Security
Agreement”). 

Upon the occurrence of an Event of Default (as defined below),
and until irrevocable payment is made to the Lender in full in cash of the
outstanding principal and accrued interest on this Note, the Borrower shall not,
and shall not permit any of its subsidiaries to, make any dividend or other
distribution to any person without the prior written consent of the Lender. 








- 2 -


The outstanding principal and accrued interest on this Note
shall become immediately due and payable on demand by the Lender upon the sale
of a majority of the equity interests in the Borrower.

Events of Default:


Each of the following events shall constitute an event of
default (“Event of Default”) under this Note: 

	
    (a) 
	
    the Borrower shall fail to pay (i) any accrued
      interest on this Note on any Interest Payment Date, or (ii) the
      outstanding principal amount and any accrued interest on this Note on the
      Maturity Date; 

	
      
	
      

	
    (b) 
	
    the Borrower shall fail to pay, within five
      days after the due date thereof, any other charges, fees, expenses, or
      other amount owing to the Lender under any agreement relating to this Note
      (including, without limitation, the Security Agreement); 

	
      
	
      

	
    (c) 
	
    the Borrower shall fail to observe or perform
      any term, covenant, purpose requirement, condition or agreement contained
      in this Note or any other agreement relating to this Note (including,
      without limitation, the Security Agreement); 

	
      
	
      

	
    (d) 
	
    any default or event of default shall occur
      under any other loan, credit facility, promissory note, guarantee or other
      agreement of the Borrower in respect of any indebtedness or any agreement
      pursuant to which the Borrower grants to any other party any security
      interest in any of its assets; 

	
      
	
      

	
    (e) 
	
    there shall be made by the Borrower any payment
      of principal on indebtedness of the Borrower to any shareholder, director
      or other affiliate of the Borrower; 

	
      
	
      

	
    (f) 
	
    there shall be made an assignment or other
      distribution by the Borrower or the proposal to make an assignment or
      other distribution by the Borrower, for the benefit of creditors
      generally, the offer by the Borrower of a composition or extension to
      creditors, or the making or sending of a notice by the Borrower of an
      intended bulk sale of any business or assets now or hereafter owned or
      conducted by the Borrower; 

	
      
	
      










- 3 -

	
    (g) 
	
    if the Borrower or any of its subsidiaries: (i)
      becomes insolvent, or generally does not or becomes unable to pay its
      debts or meet its liabilities as the same become due, or admits in writing
      its inability to pay its debts generally, or declares any general
      moratorium on its indebtedness, or proposes a compromise or arrangement
      between it and any class of its creditors, or is unable to maintain
      sufficient capital to carry on its business and all businesses in which
      the Borrower is about to engage; or (ii) becomes involved in the
      commencement of any action for the dissolution or liquidation of the Borrower, or
      the commencement of any case or proceeding for reorganization or
      liquidation of the Borrower’s debts under the United States Bankruptcy
      Code (11 U.S.C. § 101 et seq.), as amended, or any other state or federal
      law, now or hereafter enacted for the relief of debtors, whether
      instituted by or against Borrower; or (iii) institutes any proceeding
      seeking to adjudicate it an insolvent, or seeking liquidation,
      dissolution, winding- up, reorganization, compromise, arrangement,
      adjustment, protection, moratorium, relief, stay of proceedings of
      creditors generally (or any class of creditors), or composition of it or
      its debts or any other relief, under any federal, state or foreign law now
      or hereafter in effect relating to bankruptcy, winding-up, insolvency,
      reorganization, receivership, plans of arrangement or relief or protection
      of debtors (including the United States Bankruptcy Code), and any
      applicable corporations legislation) or at common law or in equity, or
      files an answer admitting the material allegations of a petition filed
      against it in any such proceeding; or (iv) applies for the appointment of,
      or the taking of possession by, a receiver, interim receiver,
      receiver/manager, sequestrator, conservator, custodian, administrator,
      trustee, liquidator or other similar official for it or any substantial
      part of its property; or (v) threatens to do any of the foregoing, or
      takes any action, corporate or otherwise, to approve, effect, consent to
      or authorize any of the actions described in this paragraph (f) or in
      paragraph (g) below, or otherwise acts in furtherance thereof or fails to
      act in a timely and appropriate manner in defense thereof.


	
     	
     


	
    (h) 
	
    any petition is filed, application made or
      other proceeding instituted against or in respect of the Borrower or any
      of its subsidiaries: (i) seeking to adjudicate it an insolvent; (ii)
      seeking a receiving order against it under the United States Bankruptcy
      Code; (iii) seeking liquidation, dissolution, winding-up, reorganization,
      compromise, arrangement, adjustment, protection, moratorium, relief, stay
      of proceedings of creditors generally (or any class of creditors), or
      composition of it or its debts or any other relief under any federal,
      state or foreign law now or hereafter in effect relating to bankruptcy,
      winding-up, insolvency, reorganization, receivership, plans of arrangement
      or relief or protection of debtors (including the United States Bankruptcy
      Code and any applicable corporations legislation) or at common law or in
      equity; or (iv) seeking the entry of an order for relief or the
      appointment of, or the taking of possession by, a receiver, interim
      receiver, receiver/manager, sequestrator, conservator, custodian,
      administrator, trustee, liquidator or other similar official for it or any
      substantial part of its property; and such petition, application or
      proceeding continues undismissed, or unstayed and in effect, for a period
      of 30 days after the institution thereof, provided that if an order,
      decree or judgment is granted or entered (whether or not entered or
      subject to appeal) against the Borrower or applicable subsidiary
      thereunder in the interim, such grace period shall cease to apply, and
      provided further that if the Borrower or applicable
      subsidiary provides an answer admitting the material allegations of a
      petition filed against it in any such proceeding, such grace period shall
      cease to apply; 

	
     	
     





- 4 -

	
    (i) 
	
    subject to the 30-day grace period set out in
      paragraph (h) above, any other event occurs which, under the laws of any
      applicable jurisdiction, has an effect equivalent to any of the events
      referred to in either of paragraphs (g) and (h) above; 

	
      
	
      

	
    (j) 
	
    one or more judgments for the payment of money
      in a cumulative amount in excess of United States $10,000 (or its then
      equivalent in any other currency) in the aggregate is rendered against the
      Borrower and it has not: (i) provided for the discharge thereof in
      accordance with its terms within 30 days from the date of entry thereof;
      or (ii) procured a stay of execution thereof within 30 days from the date
      of entry thereof and within such period, or such longer period during
      which execution of such judgment has not been stayed, appealed such
      judgment and caused the execution thereof to be stayed during such appeal,
      provided that if enforcement and/or realization proceedings are lawfully
      commenced in respect thereof in the interim, such grace period shall cease
      to apply; 

	
      
	
      

	
    (k) 
	
    the Borrower grants a security interest in any
      of its present or future property to any person other than the Lender;
  

	
      
	
      

	
    (l) 
	
    any property of the Borrower having a fair
      market value in excess of United States $10,000 (or its then equivalent in
      any other currency) in the aggregate is seized (including by way of
      execution, attachment, garnishment, levy or distraint), or such property
      has become subject to any charging order or equitable execution of a
      governmental authority, federal, state, or local, or any writ of execution
      or distress warrant exists in respect of the Borrower or its property, or
      any sheriff or other person becomes lawfully entitled by operation of law
      or otherwise to seize or distrain upon such property and in any case such
      seizure, enforcement, execution, attachment, garnishment, distraint,
      charging order or equitable execution, or other seizure or right,
      continues in effect and is not released or discharged for more than 15
      days or such longer period during which entitlement to the use of such
      property continues with the Borrower, and the Borrower is contesting the
      same in good faith and by appropriate proceedings, provided that if the
      property is removed from the use of the Borrower, or is sold, in the
      interim, such grace period shall cease to apply; 

	
      
	
      

	
    (m) 
	
    this Note or the Security Agreement, or any
      instrument or agreement related thereto, or any material obligation or
      other provision hereof or thereof at any time for any reason terminates or
      ceases to be in full force and effect and a legally valid, binding and enforceable obligation of
      the Borrower, is declared to be void or voidable or is repudiated, or the
      validity, binding effect, legality or enforceability hereof or thereof is
      at any time contested by the Borrower, or the Borrower denies that it has
      any or any further liability or obligation hereunder or thereunder or any
      action or proceeding is commenced to enjoin or restrain the performance or
      observance by the Borrower of any material terms hereof or thereof or to
      question the validity or enforceability hereof or thereof, or at any time
      it is unlawful or impossible for the Borrower to perform any of its
      obligations hereunder or thereunder; and 

	
     	
     





- 5 -



	
    (n) 
	
    the security interests granted by the Borrower
      in favor of the Lender pursuant to the Security Agreement cease to
      constitute, or shall be asserted by the Borrower or any of its
      subsidiaries not to be, a valid, perfected, first priority security
      interest in such interests. 



Rights and Remedies upon an Event of Default:

	
    (a) 
	
    At any time following the occurrence and during
      the continuance of an Event of Default (other than those arising under
      Sections (f) or (g) of this Note), the Lender may, in its sole discretion,
      without demand, notice, presentment or protest or further action of any
      kind, declare the Borrower in default under this Note, declare all
      outstanding principal amounts, accrued but unpaid interest, and other
      amounts due under this Note immediately due and payable by the Borrower to
      the Lender. 

	
      
	
      

	
    (b) 
	
    At any time following the occurrence and during
      the continuance of an Event of Default under Sections (f) or (g) of this
      Note, then, without demand, notice, presentment or protest or further
      action of any kind, all outstanding principal amounts, accrued but unpaid
      interest, and other amounts due under this Note shall automatically be
      declared immediately due and payable. 

	
      
	
      

	
    (c) 
	
    At any time following the occurrence and during
      the continuance of an Event of Default, the Lender may, in its discretion,
      exercise all other rights, options and remedies granted or available to
      the Lender under this Note or otherwise available at law or in equity,
      including, without limitation, the right to collect the unpaid
      obligations, liabilities and indebtedness of the Borrower arising under
      this Note. 



Nature of Remedies:


	
    (a) 
	
    All rights and remedies granted the Lender
      under this Note shall be deemed concurrent and cumulative, and not
      exclusive of any rights or remedies available at law or in equity.
  

	
     	
     





- 6 -


	
    (b) 
	
    The forbearance, failure, delay, omission in
      exercising any right or remedy under this Note and the single or partial
      exercise of such right or remedy by the Lender shall not constitute a
      waiver of such or any other right or remedy available to the Lender under
      this Note or otherwise available at law or in equity. 

	
      
	
      

	
    (c) 
	
    The Lender shall not be deemed to have waived
      any right or remedy available to the Lender under this Note, or at law or
      in equity unless such waiver is in writing and signed by the Lender.


	
      
	
      

	
    (d) 
	
    The waiver by the Lender of any breach,
      violation or default by the Borrower of any provision of this Note shall
      not constitute: (i) a waiver of any subsequent breach, violation or
      default by the Borrower of such provision, (ii) a waiver of any breach,
      violation or default by the Borrower of any other provision of this Note,
      or (iii) a waiver of any other right or remedy available to the Lender
      under this Note, at law or in equity. 



Indemnification:

The Borrower shall pay all out-of-pocket expenses incurred by
the Lender, including the reasonable fees, charges and disbursements of any
counsel for the Lender and all applicable taxes, in connection with the
enforcement or protection of its rights under this Note and the Security
Agreement, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of the indebtedness under this
Note. The Borrower shall indemnify the Lender, its directors, officers,
employees, agents, legal counsel, consultants and other agents, and each
assignee of the Lender (each such person and each such assignee being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, cost recovery actions, damages, expenses and liabilities of
whatsoever nature or kind and all reasonable out-of-pocket expenses and all
applicable taxes to which any Indemnitee may become subject arising out of or in
connection with (i) the execution or delivery of this Note, the Security
Agreement and any instruments and agreements related thereto, the performance by
the parties thereto of their respective obligations thereunder, and the
consummation of the transactions contemplated thereby, (ii) any actual or
alleged presence or release of hazardous materials on or from any property owned
or operated by the Borrower or any of its subsidiaries, or any environmental
liability related in any way to the Borrower or any of its subsidiaries, (iii)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto, (iv) any
other aspect of this Note, the Security Agreement or any instrument or agreement
related thereto, or (v) the enforcement of any Indemnitee’s rights hereunder and
any related investigation, defence, preparation of defence, litigation and enquiries;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence (it being acknowledged that
ordinary negligence does not necessarily constitute gross negligence) or wilful
misconduct of or material breach of this Note, the Security Agreement or any
instrument or agreement related thereto by such Indemnitee.  

The Borrower shall
not assert, and hereby waives (to the fullest extent permitted by applicable
law), any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Note, the
Security Agreement or any instrument or agreement related thereto or the
transactions contemplated thereby.




- 7 -

Waiver by the Borrower:

The Borrower hereby waives protest, demand, notice of
nonpayment and all other notices in connection with the delivery, acceptance,
performance or enforcement of this Note. 

Waiver of Jury Trial:


The Borrower and the Lender (by acceptance of this Note) each
hereby irrevocably and unconditionally waives any and all rights that such party
may have to a jury trial in connection with any litigation or other proceeding
arising with respect to any rights and obligations of the parties hereto. 

Severability:


The provisions of this Note are to be deemed severable and the
invalidity, illegality or unenforceability of one or more of the provisions of
this Note in any jurisdiction shall not affect the validity, legality or
enforceability of the remaining provisions of this Note in such jurisdiction, or
the validity, legality or enforceability of this Note, including any such
provision, in any other jurisdiction. 

No Modification:


No modification of this Note shall be binding or enforceable
unless in writing and signed by the Lender and the Borrower. 

Headings:


The headings of any section of this Note are for convenience
only and shall not be used to interpret any provision of this Note. 




- 8 - 

[Remainder of page intentionally left blank.]

 




- 9 -


This Note and all related agreements, instruments, and other
documents shall be governed by, and construed and enforced in accordance with,
the laws of the State of New Jersey, without regard to its otherwise applicable
choice of law rules, and the laws of the United States applicable in New Jersey.
The Borrower waives presentment for payment, notice of dishonor, protest and
notice of protest in respect of this Note. This Note shall become effective when
it has been executed and delivered. Time shall be of the essence of this Note in
all respects. 

	
     
	
    BORROWER: 

	
     
	
      

	
     
	
    UNOTRON INC. 

	
     
	
      

	
     
	
    By: 
	 	 
	
     
	
    Name: 
	 	 
	
     
	
    Title: