Full Recourse Secured Promissory Note - Tier Technologies Inc. and James L. Bildner
FULL RECOURSE
SECURED PROMISSORY NOTE
$950,309.54 March 27, 2000
Walnut Creek, California
FOR VALUE RECEIVED, James L. Bildner, an individual ("MAKER") promises to
pay TIER Technologies, Inc., a California corporation ("HOLDER"), or order, at
1350 Treat Boulevard, Suite 250, Walnut Creek, California or such other place as
Holder may from time to time designate, in lawful money of the United States,
the principal sum of nine hundred and fifty thousand, three hundred and nine
dollars and 54/100 ($950,309.54), plus interest thereon from the date hereof
until paid in full, as set forth below.
1. Interest. Interest on the principal sum of this Note shall accrue at
the rate of 6.99% per annum, compounded annually, based on a 365 day year and
the actual number of days elapsed.
2. Payments. The entire principal sum and all accrued but unpaid
interest and any other sums payable hereunder shall be due and payable in full
on February 28, 2007.
3. Prepayment. This Note may be prepaid in whole or in part, at any
time, without penalty or premium.
4. Application of Payments. All payments received by Holder shall be
applied first to accrued interest, then to other charges due with respect to
this Note, the Pledge Agreement (as defined below) or any other document
executed by Maker in connection therewith, and then to then-unpaid principal
balance.
5. Security. This Note is secured by a first priority security interest
in 161,142 shares of TIER Technologies, Inc. Class A Common Stock, pursuant to a
Stock Pledge Agreement (the "Pledge Agreement").
6. Default and Remedies.
(a) Default. Maker will be in default under this Note if (i) Maker
fails to make a payment of principal and/or interest hereunder when due, (ii)
Maker breaches any other covenant or agreement under this Note, or (iii) an
event of default occurs under the Pledge Agreement.
(b) Remedies. Upon Maker's default, Holder may (i) upon fifteen (15)
days' written notice to Maker, declare the entire principal sum and all accrued
and unpaid interest hereunder immediately due and payable and (ii) exercise any
and all of the remedies provided in the Pledge Agreement and law.
7. Waivers. Except as otherwise expressly provided in the Pledge
Agreement, Maker, and any endorsers or guarantors hereof, severally waive
diligence, presentment, protest
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and demand and also notice of dishonor of this Note, and expressly agrees that
this Note, or any payment hereunder, may be extended from time to time without
notice, and consent to the acceptance of further security or the release of any
security for this Note, all without in any way affecting the liability of Maker
or any endorsers or guarantors hereof. No extension of time for the payment of
this Note, or any installment hereof, agreed to by Holder with any person now or
hereafter liable for the payment of this Note, shall affect the original
liability of Maker under this Note, even if Maker is not a party to such
agreement. Holder may waive its right to require performance of or compliance
with any term, covenant or condition of this Note only by express written
waiver.
8. Miscellaneous.
(a) Maker shall pay all costs, including, without limitation,
reasonable attorneys' fees and costs incurred by Holder in collecting the sums
due hereunder or in connection with the release of any security for this Note
whether or not any legal action is actually filed, litigated or prosecuted to
judgment or award. In the event of any action or legal proceeding concerning
this Note or the enforcement of any rights hereunder, Holder shall be entitled
to, in addition to any other relief to which Holder may be entitled, all legal
and court costs and expenses, including reasonable attorneys' fees, incurred by
Holder in connection with such action.
(b) This Note may be modified only by a written agreement executed by
Maker and Holder.
(c) This Note shall be governed by California law.
(d) The terms of this Note shall inure to the benefit of and bind
Maker and Holder and their respective heirs, legal representatives and
successors and assigns.
(e) Time is of the essence with respect to all matters set forth in
this Note.
(f) If this Note is destroyed, lost or stolen, Maker will deliver a
new Note to Holder on the same terms and conditions as this Note, with a
notation of the unpaid principal and accrued and unpaid interest in substitution
of the prior Note. Holder shall furnish to Maker reasonable evidence that the
Note was destroyed, lost or stolen and any security or indemnity that may be
reasonably required by Maker in connection with the replacement of this Note.
IN WITNESS WHEREOF, Maker has executed this Note as of the date and year
first above written.
Maker:
/s/ James L. Bildner
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James L. Bildner
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