Promissory Note



 Exhibit 10.40 
 

 
 PROMISSORY NOTE 
  

															
	 Principal
 $2,000,000.00
	 	 Loan Date
 03-21-2005
	 	 Maturity
 03-16-2012
	 	 Loan No
 1463857517
	 	Call/Col	 	Account	 	Officer	 	Initials
	
	References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any
particular loan or item. Any item above
containing “* * *” has been omitted due to text length limitations.

  

									
	Borrower:	  	Alien Technology Corporation	  		  	Lender:	  	Wells Fargo Bank, National Association
		  	18220 Butterfield Blvd	  		  		  	Moorhead Center
		  	Morgan Hill, CA 95037	  		  		  	730 Center Avenue
		  		  		  		  	Moorhead, MN 56560

  

					
	Principal Amount:    $2,000,000.00	  	Initial Rate:    6.750%	  	Date of Note:    March 21, 2005

 PROMISE TO PAY. Alien Technology Corporation (“Borrower”) premises to pay to Wells Fargo Bank,
National Association (“Lender”), or order, in lawful money of the United States of America, the principal amount of Two Million & 00/100 Dollars ($2,000,000.00), together with interest on the unpaid principal balance from March 21,
2005, until paid in full. 
 PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 83 payments
of $30,008.00 each payment and an irregular last payment estimates at $30,007.89. Borrower’s first payment is due April 15, 2005, and all subsequent payments are due on the same day of each month after that Borrower’s final payment will be
due on March 16, 2012, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; and than to any late charges. The annual interest rate for this Note is computed on a 365,360 basis: that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing. 
 VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the adjustable rate equal to
the Prime Rate set from time to time by Lender that serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto (the “Index”). The Index is not necessarily the lowest rate charged by
Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notifying Borrower. Lender will tell Borrower the current Index rate upon
Borrower’s request. The interest rate change will not occur more often than each month. The interest rate will be adjusted on the first day of each month following any change in the Index. Based upon the Index in effect one business day before
such date plus the spread which is added to the Index as described below. Each change in the Index shall become effective on the date each Prime Rate change is announced within Lender. The “initial rate” is the rate per annum which
Borrower and Lender agree shall be the initial rate of this Note, and the “Index currently” is the Index amount upon which said initial rate is based; they do not necessarily reflect the Index in effect on the date of this Note. Borrower
understands that Lender may make loans based on other rates as well. The Index currently is 4.00% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 2.750 percentage points over the Index,
resulting in an initial rate of 6.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note to more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may
do one or more of the following: (A) increase Borrower’s payments to ensure Borrower’s loan will pay off by its original final maturity date, (B) increase Borrower’s payments to cover accruing Interest, (C) increase the number of
Borrower’s payments, and (D) continue Borrower’s payments at the same amount and increase Borrower’s final payment. 
 PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or
similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning
disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a
disputed amount must be mailed or delivered to: Wells Fargo Bank, National Association; Moorhead Center; 730 Center Avenue; Moorhead, MN 56560. 
 LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled payment. 
 INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will bear interest from the date of acceleration or maturity at the variable Interest rate on this Note. The interest rate will not
exceed the maximum rate permitted by applicable law. 
 DEFAULT. Each of the following shall constitute an event of default (“Event of
Default”) under this Note: 
 Payment Default. Borrower fails to make any payment when due under this Note. 
 Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of
the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. 
 Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor
or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents. 
 False Statements. Any Warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or
the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 
 Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment
for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 









					
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 Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, or any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower’s accounts,
including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute. 
 Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes this validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note. 
 Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of
Borrower. 
 Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect
of payment or performance of this Notes is impaired. 
 Insecurity. Lender in good faith believes itself insecure. 
 LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount. 
 ATTORNEYS’ FEES: EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not
pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender’s reasonable attorney’s fees and Lender’s legal expenses, whether or not there is a law suit, including reasonable
attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law. 
 WHEN FEDERAL LAW APPLIES. When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA
regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notices for closing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control,
penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law. 
 COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: equipment described in a Commercial Security Agreement dated March 21,
2005. 
 LOAN FEE AUTHORIZATION. Borrower shall pay to Lender any and all fees as specified in the “Disbursement Request and Authorization”
executed by Borrower in connection with this Note. Such fees are non-refundable and shall be due and payable in full immediately upon Borrower’s execution of this Note. 
 APPLICATION OF PAYMENT. Notwithstanding the application of payment provided in the Payment action of this Note. Unless otherwise agreed all sums received from Borrower may be applied to interest, fees,
principal, or any other amounts due to Lender in any order at Lender’s sole discretion. If a final payment amount is set out in the Payment action of this Note, Borrower understands that it is an estimate, and that two actual final payment
amount will depend upon when payments are received and other factors. 
 PAYMENT DUE DATE DEFERRAL. Payment invoices will be sent on a date the
“billing date” I which is prior to each payment due date. If this Note is booked after the billing date for the first scheduled payment. Lender may defer each scheduled payment date and the maturity dates by one month. 
 ADDITIONAL SECURITY. Notwithstanding anything to the contrary in this or any related agreement, to further secure the indebtedness and obligations of the Note and
related loan documents, Borrower pledges and grants to Lender a contractual right of offset and security interest in Borrower’s accounts with Lender and Borrower’s accounts with any Wells Fargo Affiliate, whether checking, savings,
investment, or some other account, including without limitation, accounts held jointly with others and accounts opened in the future, excluding however all IRAs. Keogh accounts, and trust accounts to the extent a security Interest would be invalid
or prohibited by law. As used herein, “Wells Fargo Affiliate” means any present or future subsidiary of Wells Fargo & Company, and any subsidiary thereof, and any successors of such financial serves companies. 
 EXTENSION AND RENEWAL. Lender may, at Lender’s discretion, renew or extend this Note by written notice (“Renewal Notice”) to Borrower. Such renewal
or extension shall be effective as of the maturity date of the Note, and may be conditioned among other things on modification of Borrower’s obligations hereunder, including but not limited to a decreases in the amount available under this
Note, an increase in the interest rate applicable to this Note and/or payment of a fees for such renewal or extension. In addition, Lender may increase the principal amount available under the Note at any time. Borrower shall be deemed to have
accepted the terms of each Renewal Notice, including any notice of an increase in availability, if Borrower does not deliver to Lender written rejection of such renewal or extension within 10 days following receipt of such Renewal Notice, or if
Borrower draws additional funds following the date of notification. After any renewal or extension of Borrower’s obligations under this Note, the term “maturity date” as used in this Note shall mean the new maturity date set forth in
the Renewal Notice. This Note may be renewed and extended repeatedly in this manner. 
 FINANCIAL STATEMENTS. Borrower agrees to provide to Lender,
upon request, financial statements prepared in a manner and form acceptable to Lender, and copies of such tax returns and other financial information and statements as may be requested by Lender. Borrower shall also furnish such information
regarding Borrower or the Collateral as may be requested by lender. Borrower warrants that all financial statements and information provided to Lender are and will be accurate, correct and complete. 
 CREDIT BUREAU INQUIRIES. The parties hereto, and each individual signing below in a representative capacity, agree that Lender may obtain business and/or personal
credit reports and tax returns on each of them in their individual capacities. 
 ADDITIONAL EVENTS OF DEFAULT. If the Borrower is a partnership, in
addition to the Events of Default described above, the following shall also be an Event of Default: (a) the resignation or expulsion of any general partner which an ownership interest of twenty-five percent (25%) or more in any Borrower which is a
partnership or (b) if any general partner of Borrower is generally not paying its debts as they become due. 
 FURTHER ASSURANCES. The parties hereto
agree to do all things deemed necessary by Lender in order to fully document the loan evidenced by this Note and any related agreements, and will fully cooperate concerning the execution and delivery of security agreements, stock powers,
instructions and/or other documents pertaining to any collateral Intended to secure the indebtedness. The undersigned agree to assist in the cure of any defects in the execution, delivery or substance of the Note and related agreements, and in the
creation and perfection of any liens, security interests or other collateral rights securing the Note. 
 CONSENT TO SELL LOAN. The parties hereto
agree: (a) Lender may sail or transfer all or part of this loan to one or more purchasers, whether 










					
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related or unrelated to Lender; (b) Lender may provide to any purchaser, or potential purchaser, any information or knowledge Lender may have about the
parties or about any other matter relating to this loan obligation, and the parties waive any rights to privacy it may have with respect to such matters; (c) the purchaser of a loan will be considered its absolute owner and will have all the rights
granted under the loan documents or agreements governing the sale of the loan; and (d) the purchaser of a loan may enforce its interests irrespective of any claims or defenses that the parties may have against Lender. 
 FACSIMILE AND COUNTERPART. This document may be signed in any number of separate copies, each of which shall be effective as an original, but all of which
taken together shall constitute a single document. An electronic transmission or other facsimile of this document or any related document shall be deemed an original and shall be admissible as evidence of the document and the signer’s
execution. 
 ARBITRATION AGREEMENT. Arbitration - Binding Arbitration. Lender and each party to this agreement hereby agree, upon demand by
any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. A “Dispute” shall include any dispute, claim or controversy of any kind, whether in contract or in tort, Legal or equitable,
now existing or hereafter arising, relating in any way to this Agreement or any related agreement incorporating this Arbitration Program (the “Documents”), or any past, present, or future loans, transactions, contracts, agreements,
relationships, incidents or injuries of any kind whatsoever relating to or involving Business Banking, Regional Banking, or any successor group or department of Lender. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY.

 Governing Rules. Any arbitration proceeding will: (i) be governed by the Federal Arbitration Act (Title 9 of the United States Code),
notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (ii) be conducted by the AAA (American Arbitration Association), or such other administrator as the parties shall mutually agree upon, in
accordance with the AAA’s commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration shall be conducted in
accordance with the AAA’s optional procedures for large, complex commercial disputes the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the
“Rules”). If there is any inconsistency between the terms hereof end the Rules, the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties,
or if they cannot forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties, or if they cannot agree, then at a location selected by the AAA in the state of the applicable
substantive law primarily governing the Credit. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in competing arbitration of any Dispute.
Arbitration may be demanded at any time, and may be compelled by summary proceedings in Court. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the
right of any party, including the plaintiff, to submit the controversy or claim to subtraction if any other party contests such action for judicial relief. The arbitrator shall award all costs and expenses of the arbitration proceeding. Nothing
contained herein shall be deemed to be a waiver by any party that is a Bank of the protections afforded to it under 12 U.S.C. “91 or any similar applicable state law. 
 No Waiver of Provisional Remedies, Self-Help and Foreclosures. The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral. (ii) exercise
self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or
after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the
actions detailed in sections (i), (ii) and (iii) of this paragraph. 
 Arbitrator Qualifications and Powers. Any arbitration proceeding in which the
amount in controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds
$5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators much actively participate in all hearings and deliberations. Every arbitrator must be a practicing attorney or a retired
member of the state or federal judiciary, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will
give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretions any pre-hearing motions which are similar to
motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any remedy or relief that a court of such state could
order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such other action as the
arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the applicable State Rules of Civil Procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction. 
 Discovery. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery
shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date and within 180 days of the filing of the Dispute with the AAA. Any request for an extension
of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for obtaining
information is available. 
 Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required
to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. The resolution of any Dispute shall be determined by a separate arbitration proceeding and such Dispute shall not be consolidated with other disputes
or included in any class proceeding. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business
or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the documents between the parties or the subject matter of
the Dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the documents or any relationship between the parties. 
 State-Specific Provisions. 
 If California law governs the Dispute, the following provision is included: 

Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute
concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless the holder of the mortgage, lien or security interest specifically effects in writing to proceed with the arbitration. If any such Dispute is not
submitted to arbitration, the Dispute shall at the election of any party, be referred to a referee in accordance with California Code of Civil Procedure Section 638 at seq., and this general reference agreement is intended to be specifically
enforceable in accordance with said Section 638. A referee with the qualifications required herein for arbitrators shall be selected pursuant to the AAA’s selection procedures. Judgment upon the decision rendered by a referee shall be entered
in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645. 









					
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 If Idaho law governs the Dispute, the following provision is included: 
 Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no dispute shall be submitted to arbitration if the dispute
concerns indebtedness secured directly or indirectly, in whole or in part, by any property unless (i) the holder of the mortgage, lien or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the
arbitration, waive any rights or benefits that might accrue to them by virtue of the single action rule statute of Idaho, thereby agreeing that all indebtedness and obligations of the parties, and all mortgages, liens and security interests securing
such indebtedness and obligations, shall remain fully valid and enforceable. 
 If Montana law governs the Dispute, the following provision is included:

 Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no dispute shall be submitted to
arbitration if the dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest specifically effects in writing to proposed with the
arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to them by virtue of the single section rule statute of Montana, thereby agreeing that all indebtedness and obligations of the parties, and all
mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. 
 If Nevada law governs the
Dispute, the following provision is included: 
 Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no
dispute shall be submitted to arbitration if the dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest specifically elects in writing
to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to them by virtue of the single action rule statute of Nevada, thereby agreeing that all indebtedness and obligations of the
parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. 
 If Utah law
governs the Dispute, the following provision is included: 
 Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the
contrary, no Dispute shall be submitted to arbitration if the Disputes concern indebtedness secured directly or indirectly, in whole or in part, by any real property unless the holder of the mortgage, lien or security interest specifically elects in
writing to proceed with the arbitration. If any such Dispute is not submitted to arbitration, the Dispute shall, at the election of any party, be referred to a master in accordance with Utah Rule of Civil Procedure _3, and this general reference
agreement is intended to be specifically enforceable. A master with the qualifications required herein for arbitrators shall be selected pursuant to the AAA’s selection procedures. Judgment upon the decision rendered by a master shall be
entered in the court in which such proceeding was commenced in accordance with Utah Rule of Civil Procedure 53(a). 
 EXPRESS ANNUAL FEE. Borrower
will pay to Bank a non-refundable annual fee of one half of one percent (0.50%) of the total commitment amount or two hundred fifty dollars is $250.00 whichever is greater. 
 LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced. Borrower is not entitled to further loan advances. Advances under this Note may be requested
either orally or in writing by Borrower or an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed
to Lender’s office shown above. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any
agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this
Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure. 
 LINE ADVANCES. Notwithstanding anything to the contrary, requests for advances communicated to any office of Lender by any person, believed by Lender in good
faith to be authorized to make the request, whether written, verbal, telephonic or electronic, may be acted upon by Lender, and Borrower will be liable for sums advanced by Lender pursuant to such request. Such requests for advances shall be deemed
authorized by Borrower, and Lender shall not be liable for such advances made in good faith, and with respect to advances deposited to the credit by any deposit account of Borrower, such advances, when so deposited, shall be conclusively presumed to
have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. Borrower agrees to indemnify and hold Lender harmless from and
against all damages, liabilities, costs and expenses (including attorney’s fees) arising out of any claim by Borrower or any third party against Lender in connection with Lender’s performance of transfers as described above. 
 GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Minnesota
without regard to its conflicts of law provisions. This Note has been accepted by lender in the State of Minnesota. 
 SUCCESSOR INTERESTS. The terms
of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 
 GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorsee this Note, to the extent, allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether as major, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for length of time) this loan or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. 
 SECTION DISCLOSURE. To the extent not preempted by federal law, this loan is made under Minnesota Statutes, Section 47.59. 









					
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 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. 
 BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 

BORROWER: 
  

			
	 ALIEN TECHNOLOGY CORPORATION

		
	 By:
	 	/s/ Stavro Prodromou
		 	Stavro Prodromou CEO/Director of Alien Technology Corporation