Document 43653

This sample Convertible Securities Purchase Agreement has been prepared by Wilson Sonsini Goodrich & Rosati for
informational purposes only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission
of this sample Convertible Securities Purchase Agreement nor the transmission of any information contained in this
website is intended to create, and receipt hereof or thereof does not constitute formation of, an attorney-client
relationship. This sample Convertible Securities Purchase Agreement was drafted for companies incorporated in
Delaware with principal executive offices in California for use with California purchasers that qualify under applicable
state and federal securities laws. Internet subscribers and online readers should not rely upon this sample Convertible
Securities Purchase Agreement or the information contained in this website for any purpose without seeking legal advice
from a licensed attorney in the reader’s state.
The information contained in this website is provided only as general information and may or may not reflect the most
current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or
complete. Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in respect to actions taken or not taken
based on any or all the contents of this website. Further, Wilson Sonsini Goodrich & Rosati does not necessarily
endorse, and is not responsible for, any third-party content that may be accessed through this website.
CONVERTIBLE SECURITIES PURCHASE AGREEMENT
This Convertible Securities Purchase Agreement, dated as of [______] (this “Agreement”), is entered
into by and among [Company] (the “Company”), a corporation incorporated in the state of [Delaware], and
the persons and entities listed on the schedule of investors attached hereto as Schedule I (the “Investors”).
The parties hereby agree as follows:
1.
The Convertible Securities.
(a)
Issuance of Convertible Securities. Subject to all of the terms and conditions hereof,
the Company agrees to issue and sell to each of the Investors, and each of the Investors severally agrees to
purchase, a convertible security in the form of Exhibit A hereto (each, a “Convertible Security” and,
collectively, the “Convertible Securities”) for the investment amount set forth opposite the respective
Investor’s name on Schedule I hereto (the “Investment Amount”). The obligations of the Investors to
purchase Notes are several and not joint. The aggregate Investment Amounts for the purchase of Convertible
Securities hereunder shall not exceed $[AMOUNT].
(b)
Delivery; Use of Proceeds. The sale and purchase of the Convertible Securities shall
take place at a closing (the “Closing”) to be held at such place and time as the Company and the Investors
may determine (the “Closing Date”). At the Closing, the Company will deliver to each of the Investors the
Convertible Security to be purchased by such Investor, against receipt by the Company of such Investor’s
Investment Amount. The Company may conduct one or more additional closings within 120 calendar days of
the Closing (each, an “Additional Closing”) to be held at such place and time as the Company and the
Investors participating in such Additional Closing may determine (each, an “Additional Closing Date”). The
proceeds of the Convertible Securities shall be used for general corporate purposes.
2.
Representations and Warranties of the Company. The Company represents and warrants to
each Investor that, except as set forth on Schedule II hereto:
(a)
Due Incorporation, Qualification. The Company (i) is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization; (ii) has the power and
authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly
qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where
such qualification or license is required.
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(b)
Authority; Enforceability. The execution, delivery and performance by the Company
of this Agreement and each Convertible Security issued hereunder (collectively, the “Transaction
Documents”) and the consummation of the transactions contemplated hereby and thereby (i) are within the
power of the Company and (ii) have been duly authorized by all necessary actions on the part of the
Company. Each Transaction Document executed by the Company has been duly executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally and general principles of
equity.
(c)
Non-Contravention. The execution and delivery by the Company of the Transaction
Documents executed by the Company and the performance and consummation of the transactions
contemplated thereby do not and will not (i) violate the Company’s Articles of Incorporation, Certificate of
Incorporation, Bylaws or other formation or charter documents, as applicable (as amended, the “Charter
Documents”), or any material judgment, order, writ, decree, statute, rule or regulation applicable to the
Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other
person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage,
indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or
(iii) result in the creation or imposition of any lien or encumbrance upon any property, asset or revenue of the
Company.
(d)
No Violation or Default. The Company is not in violation of or in default with respect
to (i) its Charter Documents or any material judgment, order, writ, decree, statute, rule or regulation
applicable to the Company; or (ii) any material mortgage, indenture, agreement, instrument or contract to
which the Company is a party or by which it is bound.
(e)
Litigation. No actions (including, without limitation, derivative actions), suits,
proceedings or investigations are pending or, to the knowledge of the Company, threatened in writing against
the Company or the Company’s subsidiaries, if any, at law or in equity in any court or before any other
governmental authority.
(f)
Title. The Company and the Company’s subsidiaries, if any, own and have good and
marketable title in fee simple absolute to, or a valid leasehold interest in, all their respective real properties
and good title to their other respective assets and properties. Such assets and properties are subject to no liens
or encumbrances.
(g)
Intellectual Property. The Company and the Company’s subsidiaries, if any, own or
possess sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, processes and other intellectual property rights necessary for its business as now
conducted and as proposed to be conducted, without any conflict with, or infringement of, the rights of others.
Each employee of the Company has executed a confidential information and invention assignment agreement
in favor of the Company. Each consultant to the Company that has had access to the Company’s intellectual
property has entered into an agreement containing appropriate confidentiality and invention assignment
provisions in favor of the Company.
(h)
Capitalization. As of the date of this Agreement, the authorized and outstanding
capital stock of the Company is as set forth on Schedule III hereto. Schedule III also sets forth all
outstanding options, warrants and convertible securities of the Company outstanding as of the date hereof,
including any shares reserved for issuance under any equity incentive or similar plan of the Company. All
outstanding shares of the Company have been duly authorized and validly issued in compliance with
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applicable laws, and are fully paid and nonassessable. As of immediately prior to the Closing, no holder of
any equity security of the Company or other person is entitled to preemptive or similar statutory or
contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or
that are otherwise binding on it.
3.
Representations and Warranties of Investors. Each Investor, for that Investor alone,
represents and warrants to the Company upon the acquisition of a Convertible Security as follows:
(a)
Binding Obligation. Such Investor has full legal capacity, power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and the
Transaction Documents constitute valid and binding obligations of such Investor, enforceable in accordance
with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to
or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b)
Securities Law Compliance. Such Investor has been advised that the Convertible
Securities and the underlying securities have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws and, therefore, cannot be resold unless they are registered
under the Securities Act and applicable state securities laws or unless an exemption from such registration
requirements is available. Such Investor has not been formed solely for the purpose of making this investment
and is purchasing the Convertible Securities to be acquired by such Investor hereunder for its own account for
investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution
thereof, and Investor has no present intention of selling, granting any participation in, or otherwise
distributing the same. Such Investor has such knowledge and experience in financial and business matters that
such Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss
of such investment without impairing such Investor’s financial condition and is able to bear the economic risk
of such investment for an indefinite period of time. Such Investor is an accredited investor as such term is
defined in Rule 501 of Regulation D under the Securities Act.
4.
Conditions to Closing of the Investors. Each Investor’s obligations at the Closing and each
Additional Closing are subject to the fulfillment, on or prior to the Closing Date or applicable Additional
Closing Date, of all of the following conditions:
(a)
Representations and Warranties. The representations and warranties made by the
Company in Section 2 hereof shall have been true and correct when made, and shall be true and correct on the
Closing Date or applicable Additional Closing Date.
(b)
Governmental Approvals and Filings. Except for any notices required or permitted to
be filed after the Closing Date or applicable Additional Closing Date with certain federal and state securities
commissions, the Company shall have obtained all governmental approvals required in connection with the
lawful sale and issuance of the Convertible Securities.
(c)
Legal Requirements. At the Closing or the applicable Additional Closing, the sale
and issuance by the Company, and the purchase by the Investors, of the Convertible Securities shall be legally
permitted by all laws and regulations to which the Investors or the Company are subject.
(d)
Transaction Documents. The Company shall have duly executed and delivered to the
Investors the following documents: (i) this Agreement and (ii) each Convertible Security issued hereunder.
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5.
Conditions to Obligations of the Company. The Company’s obligation to issue and sell the
Convertible Securities at the Closing and at each Additional Closing is subject to the fulfillment, on or prior
to the Closing Date or the applicable Additional Closing Date, of the following conditions:
(a)
Representations and Warranties. The representations and warranties made by the
applicable Investors in Section 3 hereof shall be true and correct when made, and shall be true and correct on
the Closing Date and the applicable Additional Closing Date.
(b)
Legal Requirements. At the Closing and at each Additional Closing, the sale and
issuance by the Company, and the purchase by the applicable Investors, of the Convertible Securities shall be
legally permitted by all laws and regulations to which such Investors or the Company are subject.
6.
Miscellaneous.
(a)
Waivers; Amendments. Any provision of this Agreement and the Convertible
Securities may be amended, waived or modified only upon the written consent of the Company and Investors
holding more than 50% of the aggregate outstanding Investment Amount of the Convertible Securities (a
“Majority in Interest of Investors”); provided however, that no such amendment, waiver or consent shall
reduce the Investment Amount of an Investor, in each case without such Investor’s written consent. Any
amendment or waiver effected in accordance with this paragraph shall be binding upon all of the parties
hereto. Notwithstanding the foregoing, this Agreement may be amended to add a party as an Investor
hereunder in connection with Additional Closings without the consent of any other Investor.
(b)
Nature of Investment. For the avoidance of doubt, the parties hereto acknowledge and
agree that the payment of the Investment Amount to the Company by an Investor will be deemed to be an
equity investment in the Company and will not be a loan to or indebtedness of the Company.
(c)
Governing Law. This Agreement and all actions arising out of or in connection with
this Agreement shall be governed by and construed in accordance with the laws of the State of California,
without regard to the conflicts of law provisions of the State of California or of any other state.
(d)
Survival. The representations, warranties, covenants and agreements made herein
shall survive the execution and delivery of this Agreement.
(e)
Successors and Assigns. Subject to the restrictions on transfer described in
Section 6(g) below, the rights and obligations of the Company and the Investors shall be binding upon and
benefit the successors, assigns, heirs, administrators and transferees of the parties.
(f)
Assignment by the Company. The rights, interests or obligations hereunder may not
be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written
consent of a Majority in Interest of Investors.
(g)
Entire Agreement. This Agreement together with the other Transaction Documents
constitute and contain the entire agreement among the Company and Investors and supersede any and all prior
agreements, negotiations, correspondence, understandings and communications among the parties, whether
written or oral, respecting the subject matter hereof.
(h)
Notices. All notices, demands, consents, or other communications hereunder shall in
writing and faxed, mailed or delivered to each party as follows: (i) if to a Investor, at such Investor’s address
or facsimile number set forth in the Schedule of Investors attached as Schedule I, or at such other address as
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such Investor shall have furnished the Company in writing, or (ii) if to the Company, at such address or fax
number set forth on the signature pages hereto, or at such other address or facsimile number as the Company
shall have furnished to the Investors in writing. All such communications will be deemed effectively given
the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by
facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an
overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first
class with postage prepaid.
(i)
Severability. If any provision of this Agreement shall be judicially determined to be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
(j)
Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same agreement.
Facsimile copies of signed signature pages will be deemed binding originals.
(Signature Page Follows)
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The parties have caused this Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the date and year first written above.
COMPANY:
[COMPANY NAME]
a [state of incorporation] corporation
By:
Name:
Title:
Address:
Tel:
INVESTORS:
[INVESTOR NAME]
By:
Name:
Title:
[Signature page for Convertible Security Purchase Agreement]
SCHEDULE I
SCHEDULE OF INVESTORS
Initial Closing Date – [Date]
Name and Address
[Investor name]
Investment Amount
$_______________
Address for all notices:
________________________
________________________
Attn: ___________________
Tel.:( ) ___-____
Fax:( ) ___-____
II-1
SCHEDULE II
DISCLOSURE SCHEDULE
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SCHEDULE III
DETAILED CAPITALIZATION TABLE
Exhibit A
FORM OF CONVERTIBLE SECURITY
This sample Summary of Terms has been prepared by Wilson Sonsini Goodrich & Rosati for informational purposes
only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample Summary
of Terms nor the transmission of any information contained in this website is intended to create, and receipt hereof or
thereof does not constitute formation of, an attorney-client relationship. This sample Summary of Terms was drafted for
companies incorporated in Delaware with principal executive offices in California for use with California purchasers that
qualify under applicable state and federal securities laws. Internet subscribers and online readers should not rely upon
this sample Summary of Terms or the information contained in this website for any purpose without seeking legal advice
from a licensed attorney in the reader’s state.
The information contained in this website is provided only as general information and may or may not reflect the most
current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or
complete. Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in respect to actions taken or not taken
based on any or all the contents of this website. Further, Wilson Sonsini Goodrich & Rosati does not necessarily
endorse, and is not responsible for, any third-party content that may be accessed through this website.
CONVERTIBLE SECURITY FINANCING
SUMMARY OF TERMS
ISSUER:
[Name] (the “Company”).
TYPE OF SECURITY:
Up to $[Amount] worth of convertible securities (the “Convertible
Securities”).
TARGET CLOSING DATE:
[Date].
MINIMUM INVESTMENT:
$[25,000] per investor.
QUALIFIED FINANCING:
Preferred Stock financing of at least $[1,000,000].
CONVERSION PRICE:
Lower of [80]% of the price per share paid by other purchasers in the
Qualified Financing or a $[4,000,000] valuation cap (obtained by
dividing $[4,000,000] by the Company’s fully-diluted capitalization)
(the “Valuation Cap”).
AUTOMATIC CONVERSION: In the event the Company consummates a Qualified Financing prior to
a change of control, the amount invested by an Investor for the
purchase of such Investor’s Convertible Securities (the “Investment
Amount”) shall automatically convert into shares of the Company’s
Preferred Stock sold in the Qualified Financing and Common Stock at
the Conversion Price. The total number of shares of Preferred Stock
and Common Stock that a holder of Convertible Securities shall be
entitled upon conversion of such Convertible Securities shall be
determined by dividing (i) the Investment Amount by (ii) the
Conversion Price (the “Total Number of Shares”). The Total
Number of Shares shall consist of (i) that number of Preferred Stock
obtained by dividing (a) the Investment Amount by (b) the price per
share paid by other purchasers in the Qualified Financing (the
“Number of Preferred Stock”) and (ii) that number of Common
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Stock equal to the Total Number of Shares minus the Number of
Preferred Stock.
[OPTIONAL CONVERSION:
In the event the Company does not consummate a Qualified Financing
prior to [date], then at the election of the holder, the entire Investment
Amount shall convert into shares of the Company’s Common Stock at
the [Valuation Cap]/[valuation of $2,000,000].]
CHANGE OF CONTROL:
If the Company consummates a change of control prior to a Qualified
Financing, then the entire Investment Amount shall convert into shares
of the Company’s Common Stock at the Valuation Cap.
[ALTERNATIVE: If the Company consummates a change of control
prior to a Qualified Financing, then, upon the election of the holder,
either (i) the holder shall receive a payment equal to two times the
Investment Amount, or (ii) the entire Investment Amount shall convert
into shares of the Company’s Common Stock at the Valuation Cap.]
AMENDMENT:
The Convertible Securities may be amended with the consent of the
Company and holders holding a majority of the aggregate outstanding
Investment Amount of the Convertible Securities.
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This sample Convertible Security has been prepared by Wilson Sonsini Goodrich & Rosati for informational purposes
only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample
Convertible Security nor the transmission of any information contained in this website is intended to create, and receipt
hereof or thereof does not constitute formation of, an attorney-client relationship. This sample Convertible Security was
drafted for companies incorporated in Delaware with principal executive offices in California for use with California
purchasers that qualify under applicable state and federal securities laws. Internet subscribers and online readers should
not rely upon this sample Convertible Security or the information contained in this website for any purpose without
seeking legal advice from a licensed attorney in the reader’s state.
The information contained in this website is provided only as general information and may or may not reflect the most
current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or
complete. Wilson Sonsini Goodrich & Rosati expressly disclaims all liability in respect to actions taken or not taken
based on any or all the contents of this website. Further, Wilson Sonsini Goodrich & Rosati does not necessarily
endorse, and is not responsible for, any third-party content that may be accessed through this website.
THIS CONVERTIBLE SECURITY AND ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR AN EXEMPTION THEREFROM.
[INSERT COMPANY NAME]
CONVERTIBLE SECURITY
FOR VALUE RECEIVED, [insert name of company], a [Delaware] corporation (the “Company”), hereby issues
to [insert name of investor] (the “Holder”) this Convertible Security. This Convertible Security is one of the “Convertible
Securities” issued pursuant to the Company’s Convertible Securities Purchase Agreement, dated as of [insert date] (the
“Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in
the Purchase Agreement.
In the event of a Change of Control (as defined below), the Investment Amount shall be converted into fully paid
and nonassessable shares of the Company’s Common Stock at a price per share equal to the price obtained by dividing (a)
$[4,000,000] by (b) the Company’s Fully-Diluted Capitalization (as defined below) as of immediately prior to the Change
of Control. “Change of Control” shall mean (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting
securities of the Company having the right to vote for the election of members of the Board of Directors, (ii) any
reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which
the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related
transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total
voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity,
or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company. “Fully Diluted
Capitalization” means the sum of (i) all shares of the Company’s capital stock (on an as-converted basis) issued and
outstanding, assuming exercise or conversion of all options, warrants and other convertible securities, excluding this
Convertible Security and the other Convertible Securities issued under the Purchase Agreement, and, except with respect
to conversions of this Convertible Security in connection with a Change of Control, (ii) all shares of the Company’s
Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company.
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If a Qualified Equity Financing (as defined below) occurs prior to the occurrence of a Change of Control, then the
Investment Amount shall automatically convert into fully paid and nonassessable shares of the Company’s Preferred
Stock issued in such Qualified Equity Financing and Common Stock at a price per share equal to the lower of (a) the price
obtained by dividing (i) $[4,000,000] by (ii) the Company’s Fully Diluted Capitalization as of immediately prior to the
Qualified Equity Financing or (b) [eighty percent (80%)] of the price per share paid by the other purchasers of Preferred
Stock in such Qualified Equity Financing (the “Discounted Conversion Price”). The total number of shares issuable
upon such conversion shall be determined by dividing the Investment Amount by the Discounted Conversion Price (the
“Total Number of Shares”). The Total Number of Shares shall consist of (A) that number of Preferred Stock obtained
by dividing (x) the Investment Amount by (y) the price per share paid by other purchasers of Preferred Stock in the
Qualified Equity Financing (the “Number of Preferred Stock”) and (B) that number of Common Stock equal to the
Total Number of Shares minus the Number of Preferred Stock. Upon such conversion, Holder hereby agrees to execute
and deliver to the Company all transaction documents entered into by other purchasers participating in the Qualified
Equity Financing, including a purchase agreement, an investor rights agreement and other ancillary agreements, with
customary representations and warranties and transfer restrictions (including, without limitation, a 180-day lock-up
agreement in connection with an initial public offering). “Qualified Equity Financing” means a transaction or series of
transactions pursuant to which Company issues and sells shares of its Preferred Stock for aggregate gross proceeds of at
least [$1,000,000] (excluding all proceeds from the incurrence of indebtedness that is converted into such Preferred Stock
or otherwise cancelled in consideration for the issuance of such Preferred Stock) with the principal purpose of raising
capital.
No delay or omission on the part of the Holder in exercising any right under this Convertible Security shall
operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one
occasion be deemed a bar to or waiver of the same or any other right on any future occasion.
This Convertible Security may not be assigned, by operation of law or otherwise, by the Company without the
prior written consent of the Holder. Upon the conversion of this Convertible Security, one or more certificates for the
number of shares in which the Holder is entitled to receive pursuant to this Convertible Security shall be issued by the
Company as soon as practicable after such conversion. No fractional shares or scrip representing fractional shares shall be
issued upon the conversion of this Convertible Security, but in lieu of such fractional shares the Company shall make a
cash payment therefor on the basis of the price per share of the Company’s capital stock in which the Investment Amount
converts pursuant to this Convertible Security, as reasonably determined by the Company’s Board of Directors on the date
of such conversion.
The Holder shall not be entitled, as a Convertible Security holder, to vote or receive dividends or be deemed the
holder of the Company’s capital stock for any purpose, nor shall anything contained herein be construed to confer upon
the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise
until the Convertible Security shall have been converted and the shares convertible upon the terms hereof shall have
become deliverable, as provided herein.
In the event any one or more of the provisions of this Convertible Security shall for any reason be held to be
invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the
provisions of this Convertible Security operate or would prospectively operate to invalidate this Convertible Security, then
and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this
Convertible Security and the remaining provisions of this Convertible Security shall remain operative and in full force and
effect and in no way shall be affected, prejudiced, or disturbed thereby.
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All rights and obligations hereunder shall be governed by the laws of the State of California, without regard to the
conflicts of law provisions of the State of California or any other state or commonwealth.
(Signature page follows)
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IN WITNESS WHEREOF, the undersigned has executed this Convertible Security as of the date first written
above.
[INSERT NAME OF COMPANY]
By:
[insert name]
[insert title]
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