Ti	=	TERMS OF SERIES PREFERRED STOCK
1.Ti	=	Securities:
1.sec	=	A newly created series of Preferred Stock (the "Series Preferred")
2.Ti	=	Liquidation preference:
2.sec	=	In the event of a liquidation, dissolution or winding up of the {_Company}, the Series Preferred will have the right to receive the original purchase price prior to any distribution to the Common Stock. The remaining assets will be distributed pro rata to the holders of Common Stock. A sale of all or substantially all of the {_Company}'s assets or a merger or consolidation of the {_Company} with any other company will be treated as a liquidation of the {_Company}.
3.Ti	=	Conversion:
3.sec	=	The Series Preferred may be converted at any time, at the option of the holder, into shares of Common Stock. The conversion rate will initially be 1:1, subject to customary adjustments.
4.Ti	=	Automatic conversion:
4.sec	=	Each share of Series Preferred will automatically convert into Common Stock, at the then applicable conversion rate, upon (i) the closing of a firm commitment underwritten public offering of Common Stock, or (ii) the consent of the holders of at least a majority of the then outstanding shares of Series Preferred.
5.Ti	=	General voting rights:
5.sec	=	Each share of Series Preferred will have the right to a number of votes equal to the number of shares of Common Stock issuable upon conversion of each such share of Series Preferred. The Series Preferred will vote with the Common Stock on all matters except as specifically provided herein or as otherwise required by law.
6.Ti	=	Protective provisions:
6.sec	=	So long as any of the Series Preferred is outstanding, consent of the holders of at least a majority of the Series Preferred will be required for any action that: (i) alters any provision of the certificate of incorporation if it would adversely alter the rights, preferences, privileges or powers of the Series Preferred; or (ii) changes the authorized number of shares of Series Preferred.
7.Ti	=	INVESTOR RIGHTS
7.1.Ti	=	Right to maintain proportionate ownership:
7.1.sec	=	Each holder of Series Preferred (or one or more of its affiliates) will have a right to purchase its pro rata share of any offering of new securities by the {_Company}, subject to customary exceptions. The pro rata share will be based on the ratio of (x) the number of shares of Common Stock held by such holder (on an as-converted basis) to (y) the {_Company}'s fully-diluted capitalization (on an as-converted and as-exercised basis). This right will terminate on the earlier of (i) immediately prior to the {_Company}'s initial public offering or (ii) seven years after the financing.
7.2.Ti	=	Information rights:
7.2.sec	=	As soon as practicable, the {_Company} will deliver to each holder of Series Preferred, (i) unaudited annual financial statements and (ii) unaudited quarterly financial statements. The information rights will terminate upon an initial public offering.
7.3.Ti	=	Other Matters: Market stand-off:
7.3.sec	=	Holders of Series Preferred will agree not to effect any transactions with respect to any of the {_Company}'s securities within 180 days following the {_Company}'s initial public offering, provided that all officers, directors and 1% stockholders of the {_Company} are similarly bound.
7.	=	[G/Z/ol/3]
	=	[G/Z/ol/7]