Ti	=	Miscellaneous
1.Ti	=	Most Favored Nation
1.sec	=	{1.1.Sen} {1.2.Sen}
1.1.Sen	=	In the event {the_Company} sells or issues any convertible instruments (other than the issuance of stock options to service providers of {the_Company}) at any time prior to the earlier of (a) conversion of this {KISS}, (b) a {Corporate_Transaction} or (c) payment in full of all outstanding principal and accrued interest in accordance with this {KISS}, {the_Company} shall provide {the_Investor} with written notice of such sale or issuance no later than five (5) days after the closing date thereof, including the price and terms of such convertible instruments (the "{Subsequent_Instruments}").
1.2.Sen	=	In the event {the_Investor} determines, in its sole and absolute discretion, that any {Subsequent_Instrument} contains terms more favorable to the holder(s) thereof than the terms set forth in this {KISS}, {the_Investor} may elect to exchange this {KISS} for a {Subsequent_Instrument}.
2.Ti	=	{Major_Investor} Rights
2.0.sec	=	In the event {the_Investor}, together with its affiliates, purchases one or more {KISSes} with an aggregate {Purchase_Price} equal to or exceeding {MajorInvestor.Threshold.$} (a "{Major_Investor}"), {the_Company} shall provide such {Major_Investor} with the following rights:
2.1.Ti	=	Information Rights
2.1.sec	=	To the extent that {the_Company} prepares {Financial_Statements}, {the_Company} shall deliver to the {Major_Investor} such {Financial_Statements} upon request, as soon as practicable, but in any event within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of {the_Company} and within ninety (90) days after the end of each fiscal year of {the_Company}. Such {Financial_Statements} shall be in reasonable detail and prepared on a consistent basis. Additionally, regardless of whether {the_Company} prepares {Financial_Statements}, {the_Company} shall deliver to the {Major_Investor} such information relating to the financial condition, business or corporate affairs of {the_Company} as such {Major_Investor} may from time to time reasonably request. Notwithstanding anything to the contrary in this {Misc.InfoRights.Xref}, {the_Company} shall not be obligated under this {Misc.InfoRights.Xref} to provide information that (x) it deems in good faith to be a trade secret or highly confidential information or (y) the disclosure of which would adversely affect the attorney-client privilege between {the_Company} and its counsel; and {the_Investor} agrees to maintain the confidentiality of all of the information provided to {the_Investor} under this {Misc.InfoRights.Xref} and agrees not to use such information other than for a purpose reasonably related to {the_Investor}'s investment in {the_Company}.
InfoRights.Xref	=	{Misc.Xref}.2.1
2.2.Ti	=	Participation Rights
2.2.sec	=	Each time {the_Company} proposes to offer any {Equity_Securities} at any time through and including the closing of the {Next_Equity_Financing}, {the_Company} shall provide the {Major_Investor} with at least ten (10) business days prior written notice of such offering, including the price and terms thereof. The {Major_Investor} shall have a right of first offer to participate in such offering(s), on the same terms and for the same price as all other investors in such offering(s), by purchasing an aggregate number of {Equity_Securities} (whether in one offering or across multiple offerings) valued at up to the {Participation_Amount}. The {Major_Investor}'s right of first offer set forth in this {Misc.InfoRights.Xref} shall be subject to compliance with applicable federal and state securities laws.
2.3.Ti	=	"{Major_Investor}" Rights
2.3.sec	=	{The_Company} shall ensure that the {Major_Investor} shall be deemed to be a "{Major_Investor}" (or such similar term) for all purposes, including, without limitation, rights of first offer and information rights, in relevant financing documents related to all subsequent sales of {Equity_Securities}, to the extent such concept exists.
2.	=	[G/Z/ol/3]
	=
3.Ti	=	Payment
3.sec	=	{3.1.Sen} {3.2.Sen} {3.3.Sen} {3.4.Sen}
3.1.Sen	=	All payments, if any, shall be made in lawful money of the United States of America.
3.2.Sen	=	Payment shall be credited first to {Costs} (as defined below), if any, then to accrued interest due and payable and any remainder applied to principal or the {Corporate_Transaction_Payment}, as applicable.
3.3.Sen	=	Prepayment of principal, together with accrued interest, may not be made without the prior written consent of {the_Investor}.
3.4.Sen	=	{The_Company} hereby waives demand, notice, presentment, protest and notice of dishonor.
4.Ti	=	Costs, Expenses and Attorney's Fees; Indemnity
4.sec	=	{The_Company} hereby agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorney's fees and legal expenses, incurred by the holder of this {KISS} in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by declaration or otherwise ("{Costs}"). {The_Company} agrees that any delay on the part of the holder in exercising any rights hereunder will not operate as a waiver of such rights. The holder of this {KISS} shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies. If any action at law or in equity is necessary to enforce or interpret the terms of this {KISS}, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. {The_Company} shall indemnify and hold {the_Investor} harmless from any loss, cost, liability and legal or other expense, including attorney's fees of {the_Investor}'s counsel, which {the_Investor} may directly or indirectly suffer or incur by reason of the failure of {the_Company} to perform any of its obligations under this {KISS} or any agreement executed in connection herewith; provided, however, that the indemnity agreement contained in this {Misc.Costs.Xref} shall not apply to liabilities which {the_Investor} may directly or indirectly suffer or incur by reason of {the_Investor}'s own gross negligence or willful misconduct.
Costs.Xref	=	{Misc.Xref}.4
5.Ti	=	Security
5.sec	=	This {KISS} is a general unsecured obligation of {the_Company}.
6.Ti	=	Successors and Assigns
6.sec	=	The terms and conditions of this {KISS} shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto; provided, however, that {the_Company} may not assign its obligations under this {KISS} without the prior written consent of {the_Investor}.
Successor.Xref	=	{Misc.Xref}.6
7.Ti	=	Governing Law
7.sec	=	This {KISS} shall be governed by and construed under the laws of the State of California as applied to other instruments made by California residents to be performed entirely within the State of California, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
8.Ti	=	Notices
8.sec	=	All notices and other communications given or made pursuant to this {KISS} shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
9.Ti	=	Financing Agreements
9.sec	=	{The_Investor} understands and agrees that the conversion of the {KISS} into {Conversion_Shares} may require {the_Investor}'s execution of certain agreements relating to the purchase and sale of such securities as well as registration, co sale, rights of first refusal, rights of first offer and voting rights, if any, relating to such securities. {The_Investor} agrees to execute all such agreements in connection with the conversion so long as the issuance of {Conversion_Shares} issued pursuant to the conversion of this {KISS} are subject to the same terms and conditions applicable to the {Preferred_Stock} sold in the {Next_Equity_Financing} (or the {Shadow_Series} or {Series_Seed_Preferred_Stock}, as applicable).
10.Ti	=	Severability
10.sec	=	If one or more provisions of this {KISS} are held to be unenforceable under applicable law, such provision shall be excluded from this {KISS} and the balance of the {KISS} shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
11.Ti	=	Acknowledgement
11.sec	=	For the avoidance of doubt, it is acknowledged that {the_Investor} shall be entitled to the benefit of all adjustments in the number of shares of {Common_Stock} issuable upon conversion of the {Preferred_Stock} or as a result of any splits, recapitalizations, combinations or other similar transaction affecting the {Common_Stock_or_Preferred_Stock} underlying the {Conversion_Shares} that occur prior to the conversion of the {KISS}.
12.Ti	=	Further Assurance
12.sec	=	From time to time, {the_Company} shall execute and deliver to {the_Investor} such additional documents and shall provide such additional information to {the_Investor} as {the_Investor} may reasonably require to carry out the terms of this {KISS} and to be informed of the financial and business conditions and prospects of {the_Company}.
13.Ti	=	Transfer of a {KISS}
13.sec	=	Subject to compliance with applicable federal and state securities laws, this {KISS} and all rights hereunder are transferable in whole or in part by {the_Investor} to any person or entity upon written notice to {the_Company}.
Transfer.Xref	=	{Misc.Xref}.13
14.Ti	=	Entire Agreement; Amendments and Waivers
14.sec	=	This {KISS} and the other {KISSes} in the {Series} constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. {The_Company}'s agreements with each {Holder} are separate agreements, and the sales of the {KISSes} to each {Holder} are separate sales. Nonetheless, any term of the {KISSes} in the {Series} may be amended and the observance of any term of the {KISSes} in the {Series} may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of {the_Company} and the {Majority_in_Interest}; provided, however, that {Conversion.Corporate.Xref}, {Misc.InfoRights.Xref} (if and only if {the_Investor} is a {Major_Investor}), {Misc.InfoRights.Xref}, {Misc.Successor.Xref}, {Misc.Transfer.Xref} and {Misc.Entire.Xref} may not be amended or waived without the written consent of {the_Investor}. Any waiver or amendment effected in accordance with this {Misc.Entire.Xref} shall be binding upon {the_Company} and each current and future member of the {KISS_Group}.
Entire.Xref	=	{Misc.Xref}.14
15.Ti	=	Exculpation Among {Holders}
15.sec	=	Each {Holder} acknowledges that it is not relying upon any person, firm, corporation or stockholder, other than {the_Company} and its officers and directors in their capacities as such, in making its investment or decision to invest in {the_Company}. Each {Holder} agrees that no other {Holder} nor the respective controlling persons, officers, directors, partners, agents, stockholders or employees of any other {Holder} shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase and sale of the {KISSes}.
	=	[G/Z/ol/15]