Ti	=	Change of Control
1.0.sec	=	If the {_Company} consummates a {_Change_of_Control} (as defined below) while this {_Note} remains outstanding, the {_Company} shall repay the Holder in cash in an amount equal to
//	=	Optional:
1.1.sec	=	the outstanding principal amount of this {_Note} plus any unpaid accrued interest on the original principal; plus
1.2.sec	=	a repayment premium equal to {RepaymentPremium.%} of the outstanding principal amount of this {_Note};
1.00.sec	=	provided, however, that upon the written election of the {_Holder} made not less than five days prior to the {_Change_of_Control}, the {_Company} shall convert the outstanding principal balance of this {_Note} and any unpaid accrued interest into shares of the {_Company}'s Common Stock at a conversion price equal to the quotient resulting from dividing {Convert.Valuation.$} by the number of outstanding shares of Common Stock of the {_Company} {ValueAsOf.cl} {OutstandingAssumingConversion.cl}
ValueAsOf.cl/TimeOfChange	=	immediately prior to the {_Change_of_Control}
ValueAsOf.cl/DateOfNote	=	as of the date of the {_Note}
ThenConvert.cl	=	the outstanding principal amount of this {_Note} and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the {_Qualified_Financing} at a conversion price equal to
Price.cl	=	{Price.QualifiedOrCap.cl}
Price.Qualified.cl	=	the cash price paid per share for Equity Securities by the Investors in the {_Qualified_Financing}
Price.QualifiedWithDiscount.cl	=	the cash price paid per share for Equity Securities by the Investors in the {_Qualified_Financing} multiplied by {Convert.Qualified.Discount.Multiplier.Decimal.#}
Price.QualifiedOrCap.cl	=	the lesser of (i) {PriceQualified.cl}, and (ii) the quotient resulting from dividing {Convert.Valuation.$} by the number of outstanding shares of Common Stock of the {_Company}
//	=	Optional:
AsOf.QualifiedFinancing.cl	=	immediately prior to the {_Qualified_Financing}
AsOf.NoteDate.cl	=	as of the date of the {_Note}
1.	=	[G/Z/ol-i/s2]
2.0.sec	=	For purposes of this {_Note}, a "{DefT.Change_of_Control}" means
2.1.sec	=	a consolidation or merger of the {_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 shares of capital stock of the {_Company} immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization;
2.2.sec	=	any transaction or series of related transactions to which the {_Company} is a party in which in excess of 50% of the {_Company}'s voting power is transferred; or
2.3.sec	=	the sale or transfer of all or substantially all of the {_Company}'s assets, or the exclusive license of all or substantially all of the {_Company}'s material intellectual property;
2.00.sec	=	provided that a {_Change_of_Control} shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the {_Company} or any successor, indebtedness of the {_Company} is cancelled or converted or a combination thereof.
2.	=	[G/Z/ol-i/s3]
3.sec	=	The {_Company} shall give the Holder notice of a {_Change_of_Control} not less than 10 days prior to the anticipated date of consummation of the {_Change_of_Control}. Any repayment pursuant to this paragraph in connection with a {_Change_of_Control} shall be subject to any required tax withholdings, and may be made by the {_Company} (or any party to such {_Change_of_Control} or its agent) following the {_Change_of_Control} in connection with payment procedures established in connection with such {_Change_of_Control}.
	=	[G/Z/ol/s3]