{"id":40296,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promissory-note-liberate-technologies-inc-and-donald.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promissory-note-liberate-technologies-inc-and-donald","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/promissory-note-liberate-technologies-inc-and-donald.html","title":{"rendered":"Promissory Note &#8211; Liberate Technologies Inc. and Donald Fitzpatrick"},"content":{"rendered":"<pre>PROMISSORY NOTE\n\n\n$500,000                                                           April 6, 2001\n                                                     San Carlos, California, USA\n\n\n\n            FOR VALUE RECEIVED, the undersigned Borrower promises to pay to\nLiberate Technologies, Inc. (\"Liberate\") at its principal executive offices the\nprincipal sum of five hundred thousand dollars (US$500,000), together with\ninterest from the date of this Note on the unpaid principal balance, upon the\nterms and conditions specified below.\n\n            1.    TERM AND AMORTIZATION. The principal balance of this Note,\ntogether with interest accrued and unpaid to date, shall be due and payable at\nthe close of business on the second anniversary of the date of this Note. The\nentire principal balance of this Note, together with interest accrued and unpaid\nto date, shall be due and payable 60 days after the Borrower's employment with\nLiberate terminates.\n\n            2.    RATE OF INTEREST. Interest shall accrue under this Note on \nany unpaid principal balance at the rate of 5.9% per annum, compounded \nannually.\n\n            3.    PREPAYMENT. Prepayment of principal and interest may be made\nat any time, without penalty.\n\n            4.    NOTE DUE AND PAYABLE. The entire unpaid principal sum and\nunpaid interest under this Note shall become immediately due and payable upon:\n\n            (a)   The failure of the Borrower to pay when due the principal\n      balance and accrued interest on this Note and the continuation of such\n      default for more than 30 days; or\n\n            (b)   The insolvency of the Borrower, the commission of an act of\n      bankruptcy by the Borrower, the execution by the Borrower of a general\n      assignment for the benefit of creditors, or the filing by or against the\n      Borrower of a petition in bankruptcy or a petition for relief under the\n      provisions of the federal bankruptcy act or another state or federal law\n      for the relief of debtors and the continuation of such petition without\n      dismissal for a period of 90 days or more.\n\n            (c)   The mortgagee of the first ranking mortgage referred to in\n      paragraph 5 below taking action against the Borrower or the registered\n      proprietor under such mortgage.\n\n            5.    SECURITY. The principal paid under this note will be deposited\nin Account [****], under the name of Donald Fitzpatrick, with Macquarie Cash\nManagement Trust, administered by Macquarie Investment Management Ltd, a\ndivision of the Macquarie Bank in Australia. That account will require the\napproval of both parties before funds (whether principal or interest) are\ndisbursed. The Borrower shall be entitled to any interest that accrues on \n\n\n[****] Confidential Treatment Requested. The confidential portions have been\nfiled separately with the Securities &amp; Exchange Commission.\n\n\n\n\n\nthe principal in excess of 6.1% compounded annually. If the funds are not\ndisbursed by the time that this Note becomes due and payable, the Macquarie Cash\nManagement Trust will return to Liberate the Account funds that have not\notherwise been disbursed. Any disbursement of funds will be accompanied by the\nexecution of mutually acceptable security on the investment to be purchased with\nthe funds. The parties agree that if the funds are used in acquiring a\nresidential property in Australia, the Borrower will procure the registered\nproprietor of the property to provide security in favor of Liberate in the form\nof a second ranking mortgage over the property, all at the cost of the Borrower\n(including reasonable attorney's fees, stamp duty and registration fees\napplicable in Australia) unless the parties agree otherwise. Independent of such\nsecurity, the Borrower shall be personally liable for payment of this Note.\n\n            6.    COLLECTION. If action is instituted to collect this Note, the\nBorrower promises to pay all reasonable costs and expenses (including reasonable\nattorney's fees) incurred in connection with such action.\n\n            7.    WAIVER. No previous waiver and no failure or delay by Liberate\nor the Borrower in acting with respect to the terms of this Note shall\nconstitute a waiver of any breach, default, or failure of condition under this\nNote or the obligations secured thereby. A waiver or modification of any term of\nthis Note or of any of the obligations secured thereby must be made in writing\nand signed by a duly authorized officer of Liberate and shall be limited to the\nexpress terms of such waiver.\n\n      The Borrower hereby expressly waives presentment and demand for payment at\nsuch time as any payments are due under this Note.\n\n            8.    CONFLICTING AGREEMENTS. In the event of any inconsistencies\nbetween the terms of this Note and the terms of any other document related to\nthe loan evidenced by this Note, the terms of this Note shall prevail.\n\n            9.    GOVERNING LAW. This Note shall be construed in accordance with\nthe laws of the State of California, and the parties stipulate to the personal\njurisdiction of the state and federal courts for the county of San Mateo,\nCalifornia.\n\n\n                                            Name of Borrower: Donald Fitzpatrick\n\n\n\n                                            \/s\/ Donald Fitzpatrick\n                                            -------------------------\n                                            Signature of Borrower\n                                            ADDRESS: [****]\n\n\n[****] Confidential Treatment Requested. The confidential portions have been\nfiled separately with the Securities &amp; Exchange Commission.\n\n\n\n\n                                       2\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-40296","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40296","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40296"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40296"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40296"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40296"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}