/Docs/G/500Startups-KISS-CmA/Form/Debt/0.md
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Conversion of the KISS
  1. Next Equity Financing
    Upon the closing of the Next Equity Financing, this KISS will be automatically converted into that number of Conversion Shares equal to the quotient obtained by dividing the Purchase Price and unpaid accrued interest on this KISS by the Conversion Price. Notwithstanding the foregoing, accrued interest on this KISS may be paid in cash at the option of the Company. At least five (5) days prior to the closing of the Next Equity Financing, the Company shall notify the Investor in writing of the terms under which the Preferred Stock will be sold in such financing. The issuance of Conversion Shares pursuant to the conversion of this KISS shall be upon and subject to the same terms and conditions applicable to the Preferred Stock sold in the Next Equity Financing (or the Shadow Series, as applicable).
  2. Corporate Transaction
    In the event of a Corporate Transaction prior to the conversion of this KISS pursuant to Section 2.1 or Section 2.3, at Investor's election, (i) this KISS shall be converted into that number of Conversion Shares equal to the quotient obtained by dividing the Purchase Price and unpaid accrued interest on this KISS by the Conversion Price; or (ii) the Investor shall be paid the Corporate Transaction Payment. At least ten (10) days prior to the closing of the Corporate Transaction, the Company shall notify the Investor in writing of the terms of the Corporate Transaction.
  3. Maturity Conversion
    Unless earlier converted to Conversion Shares or paid pursuant to Section 2.1 or Section 2.3, at the election of the Majority in Interest at any time on or after the Maturity Date, this KISS shall be converted into that number of Conversion Shares equal to the quotient obtained by dividing the Purchase Price and unpaid accrued interest on this KISS by the Conversion Price.
  4. No Fractional Shares
    Upon the conversion of this KISS into Conversion Shares, in lieu of any fractional shares to which the holder of this KISS would otherwise be entitled, the Company shall pay the holder cash equal to such fraction multiplied by the Conversion Price.
  5. Mechanics of Conversion
    As promptly as practicable after the conversion of this KISS, the Company at its expense will issue and deliver to the Investor, upon surrender of this KISS, a certificate or certificates for the number of Conversion Shares. Conversion of this KISS may be made contingent upon the closing of the Next Equity Financing or Corporate Transaction.