G/TechStars-BridgeForms-ConvertibleNote/Form/0.md

/Docs/G/TechStars-BridgeForms-ConvertibleNote/Form/0.md
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(Sec = (Ti = This Convertible Promissory Note has not been registered under the Securities Act of 1933, as amended. No sale or disposition may be effected except in compliance with Rule 144 under said Act or an effective registration statement related thereto or an opinion of counsel for the holder satisfactory to the (_Company = Company)
that such registration is not required under the Act or receipt of a no-action letter from the Securities and Exchange Commission.

(Doc.Ti = CONVERTIBLE PROMISSORY NOTE)
)

(sec = (Among.sec = (Among.0.sec = )
(Among.xlist =

(Among.secs = (Among.1.sec = {Note.Principal.$} {Note.EffectiveDate.YMD})
(Among.2.sec = {Company.Adr.City}, {Company.Adr.State})
(Among.3.sec =

)
(Among.4.sec = For value received {Company.US.N,E,A} (the “(DefT.Company = (_Company = Company)
)
”), promises to pay to {Investor.US.N,E,A} or its assigns (“(DefT.Holder = (_Holder = Holder)
)
”) the principal sum of {Note.Principal.$} together with accrued and unpaid interest thereon, each due and payable on the date and in the manner set forth below. )
(Among.5.sec = This convertible promissory note (the “(DefT.Note = (_Note = Note)
)
”) is issued as part of a series of similar convertible promissory notes (collectively, the “(_Notes = Notes)
”) pursuant to the terms of that certain Convertible Promissory Note Purchase Agreement (as amended, the “(DefT.Agreement = (_Agreement = Agreement)
)
”) dated as of {NPA.EffectiveDate.YMD} to the persons and entities listed on the Schedule of Purchasers attached to the (_Agreement = Agreement)
(collectively, the “(_Holders = Holders)
”). Capitalized terms used herein without definition shall have the meanings given to such terms in the (_Agreement = Agreement)
. )
)

)
(Among.00.sec = )
)

(Repay.Sec = (Repay.Ti = Repayment)

(Repay.sec = All payments of interest and principal shall be in lawful money of the United States of America and shall be made pro rata among all (_Holders = Holders)
. All payments shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of the Loan shall be due and payable on {Note.MaturityDate.YMD} (the “(DefT.Maturity_Date = (_Maturity_Date = Maturity Date)
)
”).)
)
(Interest.Sec = (Interest.Ti = Interest Rate)

(Interest.sec = The (_Company = Company)
promises to pay simple interest on the outstanding principal amount hereof from the date hereof until payment in full, which interest shall be payable at the rate of {Note.Interest.%} per annum or the maximum rate permissible by law, whichever is less. Interest shall be due and payable on the (_Maturity_Date = Maturity Date)
and shall be calculated on the basis of a 365-day year for the actual number of days elapsed.)
)
(Event.Sec = (Event.Ti = Conversion; Repayment Premium Upon (_Sale_of_the_Company = Sale of the Company)
)
(Event.sec =
1. (Event.Financing.sec = (Event.Financing.Intro.sec = In the event that the (_Company = Company)
  issues and sells shares of its (_Equity_Securities = Equity Securities)
  to investors (the “(DefT.Investor = (_Investor = Investor)
  )
  s”) on or before the date of the repayment in full of this (_Note = Note)
  in an equity financing resulting in gross proceeds to the (_Company = Company)
  of at least {Event.QualifiedFinancing.Threshold.$} (including the conversion of the (_Notes = Notes)
  and other debt) (a “(DefT.Qualified_Financing = (_Qualified_Financing = Qualified Financing)
  )
  ”), then the outstanding principal balance of this (_Note = Note)
  shall automatically convert in whole without any further action by the (_Holder = Holder)
  into such (_Equity_Securities = Equity Securities)
  at a conversion price equal to)
  (Event.Financing.Cap.sec = (Event.Financing.Cap.Alt0.sec = {AltPrompt}: (copy)- "(Event.Financing.Cap.SecName = Financing.Cap)
  .sec={(Event.Financing.Cap.SecName = Financing.Cap)
  .AltX.sec}" where X is 1-2)
  :(Event.Financing.Cap.Altolist =
  (Event.Financing.Cap.Altsecs = (Event.Financing.Cap.Alt1.sec = (Event.Financing.Cap.Yes.sec = the lesser of (i) (Event.Financing.Cap.1.sec = {Event.QualifiedFinancing.DiscountedPercent.%} of the per share price paid by the (_Investors = Investors)
  )
  or (ii) (Event.Financing.Cap.2.sec = the price equal to the quotient of {Event.QualifiedFinancing.CapValuation.$} divided by the aggregate number of outstanding shares of the (_Company = Company)
  ’s Common Stock as of immediately prior to the initial closing of the (_Qualified_Financing = Qualified Financing)
  (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the (_Notes = Notes)
  ))
  , and otherwise (Event.Financing.Cap.3.sec = on the same terms and conditions as given to the (_Investors = Investors)
  )
  .)
  )
  (Event.Financing.Cap.Alt2.sec = (Event.Financing.Cap.No.sec = (Event.Financing.Cap.1.sec = {Event.QualifiedFinancing.DiscountedPercent.%} of the per share price paid by the (_Investors = Investors)
  )
  , and otherwise (Event.Financing.Cap.3.sec = on the same terms and conditions as given to the (_Investors = Investors)
  )
  .)
  )
  )
  )
  )
  (Event.Financing.Interest.sec = Any unpaid accrued interest on this (_Note = Note)
  shall be converted into (_Equity_Securities = Equity Securities)
  on the same terms as the principal of the (_Notes = Notes)
  . )
  )
2. (Event.Maturity.sec = In the event that a (_Qualified_Financing = Qualified Financing)
  is not consummated prior to the (_Maturity_Date = Maturity Date)
  , then, at the election of the Requisite (_Holders = Holders)
  made at least five days prior to the (_Maturity_Date = Maturity Date)
  , effective upon the (_Maturity_Date = Maturity Date)
  , the outstanding principal balance and any unpaid accrued interest under this (_Note = Note)
  and each of the other (_Notes = Notes)
  shall be converted into shares of Common Stock of the (_Company = Company)
  at a conversion price equal to the quotient of {Event.Maturity.VoluntaryValuation.$} divided by the aggregate number of outstanding shares of the (_Company = Company)
  ’s Common Stock as of the (_Maturity_Date = Maturity Date)
  (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the (_Notes = Notes)
  ).)
3. (Event.Fraction.sec = If, after aggregation, the conversion of this (_Note = Note)
  would result in the issuance of a fractional share, the (_Company = Company)
  shall, in lieu of issuance of any fractional share, pay the (_Holder = Holder)
  otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of one share of the class and series of capital stock into which this (_Note = Note)
  has converted by such fraction.)
4. (Event.Sale.sec = (Event.Sale.0.sec = Notwithstanding any provision of this (_Note = Note)
  to the contrary, in the event that the (_Company = Company)
  consummates a (_Sale_of_the_Company = Sale of the Company)
  (as defined below) prior to the conversion or repayment in full of this (_Note = Note)
  ,)
  (Event.Sale.xlist =
  (Event.Sale.secs = (Event.Sale.1.sec = the (_Company = Company)
  will give the (_Holder = Holder)
  at least five days prior written notice of the anticipated closing date of such (_Sale_of_the_Company = Sale of the Company)
  and)
  (Event.Sale.2.sec = at the closing of such (_Sale_of_the_Company = Sale of the Company)
  , in lieu of the principal and interest that would otherwise be payable on the (_Maturity_Date = Maturity Date)
  , the (_Company = Company)
  will pay the (_Holder = Holder)
  an aggregate amount equal to {Event.Liquidation.Multiplier.#} times the aggregate amount of principal and interest then outstanding under this (_Note = Note)
  in full satisfaction of the (_Company = Company)
  ’s obligations under this (_Note = Note)
  .)
  )
  )
  (Event.Sale.00.sec = )
  )
5. (Event.Def.sec = (Event.Def.0.sec = For purposes of this (_Note = Note)
  : )
  (Event.Def.xlist =
  (Event.Def.secs = (Event.Def.1.sec = (Event.Def.1.0.sec = “(DefT.Sale_of_the_Company = (_Sale_of_the_Company = Sale of the Company)
  )
  ” shall mean)
  (Event.Def.1.xlist =
  (Event.Def.1.secs = (Event.Def.1.1.sec = any consolidation or merger of the (_Company = Company)
  with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the (_Company = Company)
  immediately prior to such consolidation, merger or reorganization, continue to hold at least a majority of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization;)
  (Event.Def.1.2.sec = any transaction or series of related transactions to which the (_Company = Company)
  is a party in which in excess of 50% of the (_Company = Company)
  ’s voting power is transferred; provided, however, that a (_Sale_of_the_Company = Sale of the Company)
  shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the (_Company = Company)
  or any successor or indebtedness of the (_Company = Company)
  is cancelled or converted or a combination thereof; or)
  (Event.Def.1.3.sec = a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the (_Company = Company)
  . )
  )
  )
  (Event.Def.1.00.sec = )
  )
  (Event.Def.2.sec = “(DefT.Equity_Securities = (_Equity_Securities = Equity Securities)
  )
  ” shall mean the (_Company = Company)
  ’s Preferred Stock or any securities conferring the right to purchase the (_Company = Company)
  ’s Preferred Stock or securities convertible into, or exchangeable for (with or without additional consideration), the (_Company = Company)
  ’s Preferred Stock, except that such defined term shall not include any security (x) granted, issued and/or sold by the (_Company = Company)
  to any employee, director or consultant in such capacity or (y) issued upon the conversion or exercise of any option or warrant outstanding as of the date of this (_Note = Note)
  . )
  )
  )
  (Event.Def.00.sec = )
  )
)
)
(Maturity.Sec = (Maturity.Ti = Maturity)

(Maturity.sec = Unless this (_Note = Note)
has been previously converted in accordance with the terms of (Event.Financing.Xref = Section (Event.Financing.Xnum = (Event.Xref = Section (Event.Xnum = 3)
)
.1)
)
through (Event.Fraction.Xref = Section (Event.Fraction.Xnum = (Event.Xnum = 3)
.3)
)
above or satisfied in accordance with the terms of (Event.Sale.Xref = Section (Event.Sale.Xnum = (Event.Xref = Section (Event.Xnum = 3)
)
.4)
)
above, the entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the (_Maturity_Date = Maturity Date)
.)
)
(Dispute.Cost.Sec = (Dispute.Cost.Ti = Expenses)

(Dispute.Cost.sec = In the event of any default hereunder, the (_Company = Company)
shall pay all reasonable attorneys’ fees and court costs incurred by (_Holder = Holder)
in enforcing and collecting this (_Note = Note)
.)
)
(Prepay.Sec = (Prepay.Ti = Prepayment)

(Prepay.sec = The (_Company = Company)
may not prepay this (_Note = Note)
prior to the (_Maturity_Date = Maturity Date)
without the consent of the Requisite (_Holders = Holders)
.)
)
(Default.Sec = (Default.Ti = Default)
(Default.sec = (Default.0.sec = If there shall be any Event of Default hereunder, at the option and upon the declaration of the Requisite (_Holders = Holders)
and upon written notice to the (_Company = Company)
(which election and notice shall not be required in the case of an Event of Default under (Default.3.Xref = Section (Default.3.Xnum = (Default.Xnum = 7)
.3)
)
or (Default.4.Xnum = (Default.Xref = Section (Default.Xnum = 7)
)
.4)
), this (_Note = Note)
shall accelerate and all principal and unpaid accrued interest shall become due and payable. No demand, foreclosure or other action may be taken to collect sums owed hereunder without the written consent of the Requisite (_Holders = Holders)
. The occurrence of any one or more of the following shall constitute an Event of Default:)
(Default.xlist =
1. (Default.secs = (Default.1.sec = The (_Company = Company)
  fails to pay timely any of the principal amount due under this (_Note = Note)
  on the date the same becomes due and payable or any accrued interest or other amounts due under this (_Note = Note)
  on the date the same becomes due and payable;)
2. (Default.2.sec = The (_Company = Company)
  shall default in its performance of any covenant under the (_Agreement = Agreement)
  or any (_Note = Note)
  ;)
3. (Default.3.sec = The (_Company = Company)
  files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or)
4. (Default.4.sec = An involuntary petition is filed against the (_Company = Company)
  (unless such petition is dismissed or discharged within 60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the (_Company = Company)
  . )
  )
)
(Default.00.sec = )
)
)
(Presentment.Sec = (Presentment.Ti = Waiver)

(Presentment.sec = The (_Company = Company)
hereby waives demand, notice, presentment, protest and notice of dishonor.)
)
(Law.Sec = (Law.Ti = Governing Law)

(Law.sec = This (_Note = Note)
shall be governed by and construed under the laws of {Law.State.the}, as applied to agreements among {Law.State} residents, made and to be performed entirely within {Law.State.the}, without giving effect to conflicts of laws principles.)
)
(Parity.Sec = (Parity.Ti = Parity with Other (_Notes = Notes)
)

(Parity.sec = The (_Company = Company)
’s repayment obligation to the (_Holder = Holder)
under this (_Note = Note)
shall be on parity with the (_Company = Company)
’s obligation to repay all (_Notes = Notes)
issued pursuant to the (_Agreement = Agreement)
. In the event that the (_Company = Company)
is obligated to repay the (_Notes = Notes)
and does not have sufficient funds to repay all the (_Notes = Notes)
in full, payment shall be made to the (_Holders = Holders)
of the (_Notes = Notes)
on a pro rata basis. The preceding sentence shall not, however, relieve the (_Company = Company)
of its obligations to the (_Holder = Holder)
hereunder.)
)
(Amend.Sec = (Amend.Ti = Modification; Waiver)

(Amend.sec = Any term of this (_Note = Note)
may be amended or waived with the written consent of the (_Company = Company)
and the Requisite (_Holders = Holders)
.)
)
(Assign.Sec = (Assign.Ti = Assignment)

(Assign.sec = This (_Note = Note)
may be transferred only upon its surrender to the (_Company = Company)
for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the (_Company = Company)
. Thereupon, this (_Note = Note)
shall be reissued to, and registered in the name of, the transferee, or a new (_Note = Note)
for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered holder of this (_Note = Note)
. Such payment shall constitute full discharge of the (_Company = Company)
’s obligation to pay such interest and principal.)
)

(By.sec = (By.0.sec = )
(By.xlist =

(By.secs = (By.1.sec = [signature page follows] )
(By.2.sec = {Company.US.Contract.By.Sec})
(By.3.sec = {Investor.US.Contract.By.Sec})
(By.4.sec = Principal Amount of (_Note = Note)
: {Note.Principal.$}
Date of (_Note = Note)
: {Note.EffectiveDate.YMD})
)

)
(By.00.sec = )
)
)
)