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Series Seed Notes

Version 1.02 (October 30, 2017)

Term Sheet: Revising "Change of Control" to "acquisition"

Version 1.01 (June 22, 2017)

Term Sheet: Updated Documentation language to reference Seed Notes documents on Cooley GO.

Version 1.0 (June 20, 2017)

Documents

  • Term Sheet
  • Convertible Promissory Note
  • Board Consent
  • Investor Questionnaire

Markdown Formatting

Unlike the markdown versions of the Series Seed equity financing documents, for which we left the original formatting approach largely intact in this fork, we decided to format the Notes markdown documents to more closely approximate the "look and feel" of the Word versions. If you believe this enhanced formatting is unnecessary or undesirable in the markdown versions, please post your opinion as an Issue on GitHub.

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.

Jurisdiction

These documents were designed for companies incorporated in the State of Delaware.

General

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.

We look forward to receiving your comments and feedback on this first version of the Series Seed Notes convertible debt package of documents via GitHub in the form of Issues or Pull Requests. We intend to address all such feedback in a timely fashion.