Secured Promissory Note - Align Technology Inc. and Comdisco Inc.
SECURED PROMISSORY NOTE
$5,000,000.00 Date: April 12, 2000
Due: April 1, 2003
FOR VALUE RECEIVED, Align Technology, Incorporated a Delaware corporation (the
"Borrower") hereby promises to pay to the order of Comdisco, Inc., a Delaware
corporation (the "Lender") at P.O. Box 91744, Chicago, IL 60693 or such other
place of payment as the holder of this Secured Promissory Note (this "Note") may
specify from time to time in writing, in lawful money of the United States of
America, the principal amount of Five Million and 00/100 Dollars ($5,000,000.00)
together with interest at twelve percent (12.0%) per annum from the date of this
Note to maturity of each installment on the principal hereof remaining from time
to time unpaid, such principal and interest to be paid in 36 equal monthly
installments of $164,468.65 each, commencing May 1, 2000 and on the same day of
each month thereafter to and including April 1, 2003, such installments to be
applied first to accrued and unpaid interest and the balance to unpaid
principal. Interest shall be computed on the basis of a year consisting of
twelve months of thirty days each.
This Note is the Note referred to in, and is executed and delivered in
connection with, that certain Loan and Security Agreement dated as of April 12,
1999 herewith by and between Borrower and Lender (as the same may from time to
time be amended, modified or supplemented in accordance with its terms, the
"Loan Agreement"), and is entitled to the benefit and security of the Loan
Agreement and the other Loan Documents (as defined in the Loan Agreement), to
which reference is made for a statement of all of the terms and conditions
thereof. All terms defined in the Loan Agreement shall have the same definitions
when used herein, unless otherwise defined herein.
The Borrower waives presentment and demand for payment, notice of dishonor,
protest and notice of protest and any other notice as permitted under the UCC or
any applicable law.
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This Note has been delivered to Lender and is payable in the State of Illinois,
and shall not become effective until accepted by Lender in the State of
Illinois. This Note shall be governed by and construed and enforced in
accordance with, the laws of the State of Illinois, excluding any conflicts of
law rules or principles that would cause the application of the laws of any
other jurisdiction.
BORROWER: ALIGN TECHNOLOGY INC.
442 Potrero Ave.
Sunnyvale, CA 94086
Signature: /s/ Muhammad Ziaullah K. Chishti
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Print Name: Muhammad Ziaullah K. Chishti
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Title: CEO
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