Exhibit 10.11
NOTE
$ 881,377.20 Menlo Park, CA
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June 22, 2000
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FOR VALUE RECEIVED, Xxxxxxxx X. Xxxxxxxx XXX promises to pay to
Loudcloud, Inc., a Delaware corporation (the "Company"), or order, the principal
sum of Eight Hundred Eighty-One Thousand Three Hundred Seventy-Seven Dollars and
Twenty Cents ($881,377.20), together with interest on the unpaid principal
hereof from the date hereof at the rate of Six and one-quarter percent (6.25%)
per annum, compounded annually.
Principal and interest shall be due and payable on June 22, 2004.
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Payment of principal and interest shall be made in lawful money of the United
States of America.
The undersigned may at any time prepay all or any portion of the
principal or interest owing hereunder.
This Note is subject to the terms of the Restricted Stock Purchase
Agreement, dated as of June 22, 2000. This Note is secured in part by a pledge
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of the Company's Common Stock under the terms of a Security Agreement of even
date herewith and is subject to all the provisions thereof.
The holder of this Note shall have full recourse against the
undersigned, and shall not be required to proceed against the collateral
securing this Note in the event of default.
In the event the undersigned shall cease to be an employee, director
or consultant of the Company for any reason, this Note shall, at the option of
the Company, be accelerated, and the whole unpaid balance on this Note of
principal and accrued interest shall be immediately due and payable.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the
undersigned. This Note is being delivered in and shall be construed in
accordance with the laws of the State of California, without regard to the
conflicts of laws provisions thereof.
/s/ Xxxxxxxx X. Xxxxxxxx XXX
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Signature
Xxxxxxxx X. Xxxxxxxx XXX
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Print Name