/Docs/G/SeriesSeed-Cooley-CmA/equity/Preferred_Stock_Investment_Agreement/Form/0.md
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DEFINITIONS

1. OVERVIEW DEFINITIONS
   
   • "Agreement Date" means {EffectiveDate.YMD}.
   • "Company" means {Company.US.N,1,2}.
   • "Dispute Resolution Jurisdiction" means the federal or state courts located in {Law.City}, {Law.State}.
   • "Governing Law" means the laws of the state of Delaware.
   • "Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity.
   • "State of Incorporation" means {Company.Register.Adr.State}.
   • "Stock Plan" means {StockPlan.Title,Date.cl}.
2. BOARD COMPOSITION DEFINITIONS
   
   • "Board Designee" means any member of the Board designated pursuant to Section 7 of this Agreement.
   • "Common Board Member Count" means {CommonBoardMemberCount.#}.
   • "Mutual Consent Board Member Count" means {MutualConsentBoardMemberCount.#}.
   • "Series Seed Board Member Count" means {SeedBoardMemberCount.#}.
   • "Common Control Holders" means the Key Holders who are then providing services to the Company as employees.
3. TERM SHEET DEFINITIONS.
   
   • "Major Purchaser Dollar Threshold" means {MajorPurchaserDollarThreshold.$}
   • "Purchase Price" means {Seed.PricePerShare.$} per share (subject to any applicable discounts where all or a portion of such Purchase Price is being paid by cancellation or conversion of indebtedness or other convertible securities of the Company issued primarily for capital raising purposes (e.g., simple agreement for future equity) to such Purchaser).
   • "Total Series Seed Investment Amount" means {Seed.Round.Total.$}.
   • "Unallocated Post-Money Option Pool_Percent" means {UnallocatedPost-MoneyOptionPoolPercent.%}.
   • "Purchaser Counsel Reimbursement Amount" means {PurchaserCounselReimbursementAmount.$}.
4. RESULTING CAP TABLE DEFINITIONS.
   
   • "Common Shares Issued and Outstanding Pre-Money" means {CommonShares IssuedAndOutstandingPre-Money.#}
   • "Total Post-Money Shares Reserved for Option Pool" means {TotalPost-MoneySharesReservedForOptionPool.$}.
   • "Number of Issued And Outstanding Options" means {NumberOfIssuedAndOutstandingOptions.#}.
   • "Unallocated Post-Money Option Pool Shares" means {UnallocatedPostMoneyOptionPoolShares.#}.