Promissory Note - AvantGo Inc. and Mike Aufricht
PROMISSORY NOTE
$200,000.00 San Mateo, California
April 20, 2000
For value received, the undersigned (the "Borrower") promises to pay
AvantGo, Inc., a Delaware corporation (the "Company"), at its principal office
the principal sum of Two Hundred Thousand Dollars ($200,000.00), with interest
from the date hereof at a rate of six percent (6%) per annum, compounded
semiannually, on the unpaid balance of such principal sum. Such principal and
interest shall be due and payable on April 19, 2005 (the "Maturity Date"),
provided that if the Maturity Date occurs during (i) the "lock-up" period
following an Initial Public Offering of the Company's securities, or (ii) the
period of time following a "Change of Control" (as defined in the Stock Option
Agreement (the "Option Agreement") dated as of October 19, 1999 between the
undersigned and the Company) in which Borrower's ability to sell shares of the
Company's capital stock is prohibited, the Maturity Date shall be extended until
the date on which such lock-up period or prohibition expires.
Notwithstanding the foregoing, the entire unpaid principal sum and unpaid
interest under this Note shall become immediately due and payable upon: (a) 90
days after the Borrower ceases to be employed by the Company; (b) the failure of
the Borrower to pay when due the principal balance and accrued interest on this
Note and the continuation of such default for more than thirty (30) days; or (c)
the insolvency of the Borrower, the commission of an act of bankruptcy by the
Borrower, the execution by the Borrower of a general assignment for the benefit
of creditors, or the filing by or against the Borrower of a petition in
bankruptcy or a petition for relief under the provisions of the federal
bankruptcy act or another state or federal law for the relief of debtors and the
continuation of such petition without dismissal for a period of ninety (90) days
or more.
Principal and interest are payable in lawful money of the United States of
America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT PENALTY.
Should suit be commenced to collect any sums due under this Note, such sum
as the Court may deem reasonable shall be added hereto as attorneys' fees. The
makers and endorsers have severally waived presentment for payment, protest,
notice of protest, and notice of nonpayment of this Note.
/s/ Mike Aufricht
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Mike Aufricht