Sample Business Contracts

Promissory Note - TallyUp Software Inc. and Reed Taussig

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$47,718.00                                                  San Jose, California

                                                                 January 7, 1998

          FOR VALUE RECEIVED, Reed Taussig promises to pay to TallyUp Software
Inc., a Delaware corporation (the "Company"), or order, the principal sum of
forty-seven thousand seven hundred eighteen dollars ($47,718.00), together with
interest on the unpaid principal hereof from the date hereof at the rate of six
and thirteen one-hundredths percent (6.13%) per annum, compounded annually.

          Principal and interest shall be due and payable on January 7, 2008 or
immediately prior to such earlier time as the undersigned sells or otherwise
transfers all of the shares of Common Stock (the "Shares") purchased by the
undersigned pursuant to that certain Amended and Restated Stock Option Agreement
-- Early Exercise by and between the Company and the undersigned dated January
7, 1998 (the "Option Agreement"). In the event the undersigned sells or
otherwise transfers some, but less than all, of the Shares subject to pledge
contained in the Security Agreement by and between the Company and the
undersigned of even date herewith (the "Security Agreement"), then principal and
interest, in an amount equal to the product of (i) the quotient obtained by
dividing the number of such Shares sold or otherwise transferred by the
undersigned by the total number of Shares then subject to the pledge contained
in the Security Agreement and (ii) the total amount of principal and interest
then outstanding under this Note, shall be due and payable immediately prior to
such sale or transfer. The foregoing provisions relating to sales and transfers
shall not apply to any transfers not involving a change of beneficial ownership
(including without limitation transfers to trusts for the benefit of the
undersigned or the undersigned and members of his family), provided that all of
the restrictions and terms contained in the Option Agreement, including related
agreements, and the Security Agreement shall continue to apply to such Shares.
Payments of principal and interest shall be made in lawful money of the United
States of America.

          The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.

          This Note is secured in part by a pledge of certain assets of the
undersigned under the terms of a Security Agreement of even date herewith and is
subject to all the provisions thereof.

          The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.


          Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the

                                                   /s/ Reed Taussig
                                                   Reed Taussig
                                                   Print Name


                               SECURITY AGREEMENT

         This Security Agreement is made as of January 7, 1998 between TallyUp
Software Inc., a Delaware corporation ("Pledgee"), and Reed Taussig ("Pledgor").


          Pursuant to Pledgor's election to exercise his option to purchase
shares of the Pledgee's Common Stock under the Amended and Restated Stock Option
Agreement -- Early Exercise dated January 7, 1998 (the "Option Agreement"),
between Pledgor and Pledgee under Pledgee's 1997 Stock Option Plan, and
Pledgor's election under the terms of the Option Agreement to pay for such
shares in part with his promissory note (the "Note"), Pledgor has purchased
482,000 shares of Pledgee's Common Stock (the "Shares") at a price of $0.10 per
share, for a total purchase price of $48,200, of which $47,718 was in the form
of the Note. The Note and the obligations thereunder are as set forth in Exhibit

          NOW, THEREFORE, it is agreed as follows:

         1.       Creation and Description of Security Interest. In
consideration of the transfer of the Shares to Pledgor under the Option
Agreement, Pledgor, pursuant to the California Commercial Code, hereby pledges
Sunrise Professional (SIC), 680 Sunrise Ave. Roseville, CA (the "Collateral") as
security for Pledgor's obligations under the Note, subject to the terms and
conditions of this Security Agreement.

         2.       Pledgor's Representations and Covenants. To induce Pledgee to
enter into this Security Agreement, Pledgor represents and covenants to Pledgee,
its successors and assigns, as follows:

                  a.       Payment of Indebtedness. Pledgor will pay the
principal sum of the Note secured hereby, together with interest thereon, at the
time and in the manner provided in the Note.

                  b.       Encumbrances. The fair market value of the Collateral
exceeds the sum of (i) the obligations under the Note and (ii) the sum of all
other obligations against which the Collateral is pledged or otherwise
encumbered (the sum of (i) and (ii) together are the "Total Encumbrances").
Pledgor may further encumber the Collateral so long as the Total Encumbrances do
not exceed the fair market value of the Collateral on the date that any such
additional encumbrance is incurred. Pledgor acknowledges that the holding period
pursuant to Rule 144 under the Securities Act of 1933, as amended, will be
tolled for any such period as the Total Encumbrances exceed the fair market
value of the Collateral.

         3.       Default. Pledgor shall be deemed to be in default of the Note
and of this Security Agreement in the event:

                  a.       Payment of principal or interest on the Note shall be
delinquent for a period of 10 days or more; or


                  b.       Pledgor fails to perform any of the covenants set
forth in the Option Agreement or contained in this Security Agreement for a
period of 10 days after written notice thereof from Pledgee.

          In the case of an event of Default, as set forth above, Pledgee shall
have the right to accelerate payment of the Note upon notice to Pledgor, and
Pledgee shall thereafter be entitled to pursue its remedies under the California
Commercial Code.

         4.       Release of Collateral. There shall be released from this
pledge a portion of the Collateral upon payments of the principal of the Note.
The portion of the Collateral which shall be released shall be that portion
which bears the same proportion to the initial Collateral pledged hereunder as
the payment of principal bears to the initial full principal amount of the Note.

         5.       Withdrawal or Substitution of Collateral. Except as permitted
in Section 2b hereof, Pledgor shall not sell, withdraw, pledge, substitute or
otherwise dispose of all or any part of the Collateral without the prior written
consent of Pledgee.

         6.       Term. The pledge of Collateral contained herein shall continue
until the payment of all indebtedness secured hereby, at which time the
remaining pledged Collateral shall be released from this pledge, subject to the
provisions for prior release of a portion of the Collateral as provided in
paragraph 4 above.

         7.       Insolvency. Pledgor agrees that if a bankruptcy or insolvency
proceeding is instituted by or against it, or if a receiver is appointed for the
property of Pledgor, or if Pledgor makes an assignment for the benefit of
creditors, the entire amount unpaid on the Note shall become immediately due and
payable, and Pledgee may proceed as provided in the case of default.

         8.       Invalidity of Particular Provisions. Pledgor and Pledgee agree
that the enforceability or invalidity of any provision or provisions of this
Security Agreement shall not render any other provision or provisions herein
contained unenforceable or invalid.

         9.       Successors or Assigns. Pledgor and Pledgee agree that all of
the terms of this Security Agreement shall be binding on their respective
successors and assigns, and that the term "Pledgor" and the term "Pledgee" as
used herein shall be deemed to include, for all purposes, the respective
designees, successors, assigns, heirs, executors and administrators.

         10.      Governing Law. This Security Agreement shall be interpreted
and governed under the laws of the State of California.


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

          "PLEDGOR"                        By: /s/ Reed Taussig
                                           Reed Taussig
                                           Print Name

                                           461 Van Buren Street
                                           Los Altos, CA 94022

          "PLEDGEE"                        TALLYUP SOFTWARE INC.,
                                           a Delaware corporation

                                           By: /s/ Andrew Swett

                                           Title: Secretary