Full-Recourse Promissory Note - Centraal Corp. and Keith W. Teare
FULL-RECOURSE PROMISSORY NOTE
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Palo Alto, California
$270,000 May 29, 1998
FOR VALUE RECEIVED, the undersigned, Keith W. Teare (the "Debtor")
promises to pay to centraal corporation, a Delaware corporation (the
"Company"), or its assigns (the Company, together with its successors and
assigns, is herein referred to as the "Holder"), the principal sum of
$270,000 with interest thereon (computed on a basis of a 360-day year and a
30-day month) at the rate of 7.25% per annum simple interest on the unpaid
balance of the principal sum.
The principal and interest hereof shall be payable in U.S. dollars at the
principal office of the Company, or by mail to the registered address of any
other Holder. The principal amount of this note and all accrued but unpaid
interest shall be due and payable on December 31, 1998 (the "Repayment
Date"); provided, however, that the Holder may accelerate the Repayment Date
to any earlier date upon thirty days prior written notice to the Debtor.
The privilege is reserved to prepay any portion of this note at any time. If
the Debtor shall default in the payment of amounts hereunder when due, the
Holder of this note shall be entitled to payment by the Debtor of all costs
of collection, including, without limitation, reasonable attorneys' fees and
costs incurred in connection with such collection efforts, whether or not
suit on this note is filed.
This is a full-recourse note against all assets of the Debtor, and the Holder
of this note shall not be required to proceed against the collateral securing
this note in the event of default. Further, as security for payment of all
obligations under this note, including without limitation, any extensions,
modifications or renewals thereof, the Debtor hereby grants to the Holder a
security interest in the collateral listed on EXHIBIT A attached hereto,
which collateral has a fair market value at least equal to the principal
hereof. If for any reason the fair market value of such collateral falls
below the outstanding principal hereof, Debtor shall immediately notify the
Holder in writing and shall immediately grant the Holder a security interest
in additional collateral so that the fair market value of all such collateral
is at least equal to the outstanding principal hereof.
The entire unpaid principal sum of this note and any accrued but unpaid
interest shall become immediately due and payable upon the execution by the
Debtor of a general assignment for the benefit of creditors, the filing by or
against the Debtor of any petition in bankruptcy or any petition for relief
under the provisions of any federal, state or other statute relating to
bankruptcy, insolvency or other similar relief for debtors and the
continuation of such petition without dismissal for a period of thirty days
or more, or the appointment of a receiver or trustee to take possession of
the property or assets of the Debtor and the continuation of such appointment
without dismissal for a period of thirty days or more.
This note shall be governed by the laws of the State of California as they
apply to contracts entered into and wholly to be performed within such state.
Acceptance of partial or delinquent payment from the undersigned hereunder,
or the failure of the Holder to exercise any right hereunder shall not
constitute a waiver of any obligation of the undersigned or any right of the
Holder under this note, and shall not affect in any way the right to require
full performance at any time thereafter. The undersigned hereby waives
presentment payment, protest, notice of protest, notice of dishonor and
notice of non-payment of this note.
IN WITNESS WHEREOF, this note has been executed as of the date written above.
/s/ Keith W. Teare
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Keith W. Teare
<PAGE>
Amendment and Waiver
This Amendment and Waiver (this "AMENDMENT") to the Full-Recourse
Promissory Note signed by Keith W. Teare (the "HOLDER") on May 29, 1999 (the
"NOTE") is made as of October 4, 1999.
Whereas, RealNames Corporation, a Delaware corporation (the "COMPANY"), desires
to amend the Note so as to extend the maturity date thereof.
Now, therefore, the Company agrees as follows:
1. The Company waives the existing repayment default, but does not waive the
right to be repaid all amounts owing under the Note, which amounts shall be
paid as provided below.
2. The interest on the Note shall continue to accrue at the rate of 7.25%
per annum simple interest.
3. The unpaid principal sum of the Note and any accrued but unpaid interest
shall be due and payable on December 31, 2001, provided, that the Holder may
prepay any portion of the Note any time.
4. This Amendment shall be governed by the terms and conditions of the Note
and all other terms and conditions of the Note shall remain in full effect.
IN WITNESS WHEREOF, the Company has caused this Waiver and Amendment to be
signed by its duly authorized officer or representative as of the date first
above written.
REALNAMES CORPORATION
By: /s/ Jim Strawbridge
Name: Jim Strawbridge
Title: Executive Vice President, Chief Financial and Operating Officer