EXHIBIT 10.10
PROMISSORY NOTE
$_______________ (U.S.) Seattle, Washington
October 8, 1999
For value received, the undersigned, _________, promises to pay on demand
to the order of Avenue A, Inc., a Washington corporation (the "Company"), the
principal sum of ____________________________________________ Dollars
($____________) with interest compounded annually from the date hereof at a rate
equal to the greater of (i) the applicable federal rate for a demand note as
determined on the date hereof and redetermined each year on the anniversary date
of this Note, or (ii) the lowest rate necessary to avoid the imputation of
interest under the Internal Revenue Code of 1986, as amended, from the date
hereof on the unpaid balance until this Note, including the interest thereon, is
paid in full, such interest to be paid annually on each anniversary date of this
Note.
If default be made in the payment of any sum when due, then, at the option
of the holder of this Note, the entire indebtedness hereby represented shall
become immediately due and payable without notice. As long as this Note is in
default, then, at the option of the holder hereof, without prior notice, the
principal sum and interest shall bear interest from such default until paid at
the rate of twelve percent (12 %), compounded quarterly, or the maximum rate
permitted by law, whichever is less.
Principal and interest are payable in lawful money of the United States of
America at such place as the holder may designate. All payments of principal
and interest hereunder shall be applied first against accrued interest and then
against principal. The undersigned shall have the right, upon payment of all
accrued interest to the date of payment, to pre-pay at any time in advance of
maturity, without premium or penalty, all or any part of the principal amount of
this Note.
If suit is brought on this Note, or if it is placed in the hands of an
attorney for collection, after any default in any payment, the undersigned
promises and agrees to pay all costs of collection, including attorneys' fees,
incurred thereby. Such costs of collection include, without limitation, any
attorneys' fees and costs incurred by the holder in a bankruptcy case or
proceeding in which the undersigned is a debtor.
This Note, which is full recourse, is secured by a pledge of certain shares
of Common Stock of the Company and is subject to the terms of the Stock Purchase
Agreement. This Note is to be construed in all respects and enforced according
to the laws of the State of Washington, without regard for any choice of law
rules that might be asserted to subject this
Note to the laws of any other jurisdiction. Presentment, notice of dishonor and
protest are waived by the undersigned.
This Note shall be fully binding on and inure to the benefit of the
successors, heirs, legal representatives and assigns of the parties hereto.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
Signature:
____________________________________
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SCHEDULE A
Name Amount
-------------------------------------
Xxxxx X. XxXxxxxxx $676,000
Xxxxxx X. Xxxxxxxx $100,000
Xxxxx Xxxxxx $54,959
Xxxxxxx X. Xxxxxx $44,835
Xxxx Xxxxxxx $43,967
Xxxxxxx X. Xxxxxx $29,013
Xxxx X. Xxxxxx $11,570
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