# Series Seed Equity Documents - Cooley Fork	=
## Version 1.0 (June 20, 2017)	=
### About Square Brackets: Optional or Alternative Language	=
In the documents you will find many instances where provisions are surrounded by square brackets (\"\[ \]\"). These brackets indicate that the language contained within is either optional or, particularly where two sets of bracketed provisions appear next to each other, are alternative choices. **Please review these carefully**, and consult with an attorney about the consequences of the options.	=
Please note that by providing these forms, we are not taking any position on whether a particular provision is "market" or not. In addition, by marking a provision as "optional" we are simply indicating that, in our experience, the inclusion or exclusion of the term is more often negotiated than not. It does not mean that we are taking any position about whether a term should or should not be included or how it should be phrased. The decision of whether to include any particular provision should be based on the mutual agreement of the parties, and any decision should be made by the user, in consultation with counsel.	=
### New Documents	=
- Stockholder Consent	=
- Director Consent	=
- Investor "Bad Actor" Questionnaire	=
### Jurisdiction	=
We have removed the optional brackets around "Delaware", when used, because certain changes, notably the addition of board and stockholder consents, were designed for Delaware corporations.	=
### Other Changes	=
- Added CONTRIBUTING.md file (as proposed by @kemitchell)	=
- Converted to standard ASCII characters (thanks again to @kemitchell for the [suggestion](https://github.com/seriesseed/equity/pull/38)).	=
- Removed Management Letter from Major Purchasers' rights.	=
- Added option for converting existing convertible debt and/or SAFEs and including them (or not) in the Price Per Share calculation.	=
- Added optional [broad-based, weighted average antidilution protection](https://www.cooleygo.com/glossary/broad-based-weighted-average-anti-dilution-protection/) language using NVCA standard language.	=
- Added "bad actor" provisions.	=
- Updated the "lock up" provision to reflect regulatory changes.	=
- Added language to support election of directors by (i) Series Seed and/or (ii) Series Seed and Common Stock holders, voting together.	=
- Various changes to make incremental progress on "plan English" drafting, including active versus passive voice, and many drafting and grammatical corrections.	=
***	=
# RELEASENOTES.MD from original Series Seed Repository (Last Updated: March 1, 2014)	=
## Version 3.2	=
When we launched Series Seed we committed to making them a crowd-sourced set of documents. With today’s release of version 3.2 we are taking our most significant step in this direction. The vast majority of the changes in this version are crowd-sourced optimizations to remove legalese. In particular, we’d like to thank the following commenters and contributors for their effort: @rickcolosimo @zekevermillion @thesmart @strikeroot @sblom @jackmaney @blueseed @commonaccord.	=
Keep the comments coming! We are committed to continually improving and simplifying these documents.	=
Also, we’ve been asked to address changes in the laws with regard to general solicitation. We will make an update in the next version and are happy to see any suggestions in the interim.	=
As always, clean and redline versions of the updated documents in Word are also up on the [blog](http://www.seriesseed.com/).	=
## Version 3.1	=
Today we are launching Version 3.1 of the Series Seed documents. The changes in this version are minor clarifications in response to comments we received via GitHub and other optimizations that we found as we went back through the documents. Thanks to the GitHub commenters. Keep the feedback coming!	=
Here is a summary of the updates:	=
### Term Sheet	=
• Changed the description of Documentation to be identical to (rather than based on) the documents on seriesseed.com, except for the modifications set forth in the Term Sheet. The whole point of the Series Seed documents is to save on transaction costs by using a single standard document so we don't want folks agreeing to use Series Seed and then adding changes (unless they are agreed to in the term sheet).	=
### Stock Investment Agreement	=
• Removed unnecessary reference to preemptive rights in Section 4.2.	=
• Moved definition of “Stockholder” to earlier in document, from Section 7.1 to Section 5.3.	=
• Added clarifying sentence in Section 8.1 that “no Stockholder may transfer Shares unless each transferee agrees to be bound by the terms of this Agreement.”	=
• Added further clarification in Section 8.8 that “the addition of a party to this Agreement pursuant to a transfer of Shares in accordance with Section 8.1 shall not require any further consent.”	=
• Added new language to Disclosure Schedule clarifying arrangement of sections and providing standard disclaimers. The previous version did not have any introductory language for the Disclosure Schedule.	=
## Disclaimer	=
*Neither I nor Fenwick & West, LLP assumes any responsibility for any consequence of using these documents. These documents have been prepared for informational purposes and is not intended to (a) constitute legal advice (b) create an attorney-client relationship (c) be advertising or a solicitation of any type. Each situation is highly fact specific and requires a knowledge of both state and federal laws and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Both I and Fenwick & West expressly disclaim any and all liability with respect to actions or omissions based on this website.*	=