Promissory Note - Handspring Facility Co. LLC and M-F Downtown Sunnyvale LLC
PROMISSORY NOTE
$1,000,000.00 January 29, 2003
FOR VALUE RECEIVED, HANDSPRING FACILITY COMPANY, LLC, a Delaware limited
liability company ("Maker"), promises to pay to the order of M-F DOWNTOWN
SUNNYVALE, LLC, a Delaware limited liability company ("Payee"), the principal
amount of One Million and 00/100ths Dollars ($1,000,000.00), without interest
(except for default interest as set forth below).
Principal shall be due and payable in its entirety on January 29, 2004.
Failure by Maker to pay any principal when due shall constitute an event
of default under this Note. Upon the occurrence of an event of default under
this Note, default interest shall thereafter accrue on the principal amount
outstanding at the rate of ten percent (10%) per annum from the date said
payment is due until the date of payment to Payee.
If Maker shall fail to pay any principal or default interest hereunder
when due, Maker shall be obligated to pay Payee for all costs and expenses of
collection, including, without limitation, Payee's attorney's fees.
All notices to Maker shall be effective only if rendered or given in
writing, sent by certified mail, return receipt requested, reputable overnight
carrier, delivered personally, or transmitted by facsimile with a hard copy sent
within one business day thereafter by any of the foregoing means (provided that
the facsimile copy will determined the date on which such notice is "received")
addressed to Maker c/o Handspring, Inc., 189 Bernardo Avenue, Mountain View, CA
94043-5203, Attention: David Pine, Facsimile: (650) 230-5477. Such notice shall
be deemed to have been rendered or given on the date the return receipt
indicates delivery of or refusal of delivery if sent by certified mail, the day
upon which recipient accepts and signs for delivery from a reputable overnight
carrier, or on the date a reputable overnight carrier indicates refusal of
delivery, or upon the date personal delivery is made, or upon the date on which
the notifying party receives electronic confirmation of facsimile delivery.
Presentment, demand, protest, notices of protest and dishonor of this
Note and all notices of every kind except for the demand referred to above, are
hereby waived.
The principal balance of this Note may be prepaid, in whole or in part,
at any time without penalty.
This Note and all provisions hereof shall be binding upon Maker and all
persons claiming under or through Maker, and shall inure to the benefit of
Payee, together with its successors and assigns, including each owner and holder
from time to time of this Note.
Maker and Payee (by its acceptance hereof), to the fullest extent that
they may lawfully do so, hereby waive any right to a trial by jury in any action
or proceeding to enforce or defend any right under this Note or any indebtedness
document or relating thereto or arising from the
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lending relationship which is the subject of this guaranty, including without
limitation any tort action, and agree that any such action or proceeding shall
be tried before a court and not before a jury. Maker further acknowledges that
(i) it has read and understands the meaning and ramifications of this waiver,
and (ii) this waiver is a material inducement for Payee to consummate the
transaction giving rise to this Note. Maker hereby agrees that this agreement
constitutes a written consent to waiver of trial by jury pursuant to the
provisions of California Code of Civil Procedure Section 631. Maker does hereby
constitute and appoint Payee its true and lawful attorney-in-fact, which
appointment is coupled with an interest, and Maker does hereby authorize and
empower Payee, in the name, place and stead of Maker, to file this agreement
with the clerk or judge of any court of competent jurisdiction as a statutory
written consent to waiver of trial by jury.
This Note has been executed and delivered by Maker in the State of
California and is to be governed by and construed in accordance with the laws of
the State of California. In any action brought under or arising out of this
Note, Maker hereby consents to the jurisdiction and venue of any court of
competent jurisdiction within the State of California.
HANDSPRING FACILITY COMPANY,
LLC, a Delaware limited liability company
By: Handspring, Inc., a Delaware
corporation, its Managing Member
By: /s/ Donna Dubinsky
________________________
Donna Dubinsky
________________________
Its CEO
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