G/Acme-Ang-YC-Note-CmA/Discount.md

/Docs/G/Acme-Ang-YC-Note-CmA/Discount.md
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(Intro.5.sec = THIS CERTIFIES THAT in exchange for the payment by (Investor.Name.Full = (Investor.Name.FL = (Investor.Name.First = Andrea)
(Investor.Name.Last = Ang)
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  (Misc.Amend.Condition.sec = (Misc.Amend.Condition.0.sec = provided that with respect to clause (ii): )
  (Misc.Amend.Condition.xlist = (Misc.Amend.Condition.sens = (Misc.Amend.Condition.1.sec = (A) the (_Purchase_Amount = Purchase Amount)
  may not be amended, waived or modified in this manner, )
  (Misc.Amend.Condition.2.sec = (B) the consent of the (_Investor = Investor)
  and each holder of such (_Safes = Safes)
  must be solicited (even if not obtained), and)
  (Misc.Amend.Condition.3.sec = (C) such amendment, waiver or modification treats all such holders in the same manner.)
  )
  )
  (Misc.Amend.Condition.00.sec = )
  )
  (Misc.Amend.Majority-in-Interest.sec = “Majority-in-interest” refers to the holders of the applicable group of (_Safes = Safes)
  whose (_Safes = Safes)
  have a total (_Purchase_Amount = Purchase Amount)
  greater than 50% of the total (_Purchase_Amount = Purchase Amount)
  of all of such applicable group of (_Safes = Safes)
  .)
  )
2. (Misc.Notice.sec = Any notice required or permitted by (_this_Safe = this Safe)
  will be deemed sufficient when delivered personally or by (overnight_courier.cl = overnight courier)
  or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited (US_mail.cl = in the U.S. mail)
  as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.)
3. (Misc.ShareholderVoting.sec = The (_Investor = Investor)
  is not entitled, as a holder of (_this_Safe = this Safe)
  , to vote or be deemed a holder of (_Capital_Stock = Capital Stock)
  for any purpose other than tax purposes, nor will anything in (_this_Safe = this Safe)
  be construed to confer on the (_Investor = Investor)
  , as such, any rights of a (_Company = Company)
  (stockholder.cl = stockholder)
  or rights to vote for the election of directors or on any matter submitted to (_Company = Company)
  (stockholder.cl = stockholder)
  s, or to give or withhold consent to any corporate action or to receive notice of meetings, until shares have been issued on the terms described in Section (Event.Xnum = 1)
  . However, if the (_Company = Company)
  pays a dividend on outstanding (shares_of/_-Common_Stock = shares of (_Common_Stock = Common Stock)
  )
  (that is not payable in (shares_of/_-Common_Stock = shares of (_Common_Stock = Common Stock)
  )
  ) while (_this_Safe = this Safe)
  is outstanding, the (_Company = Company)
  will pay the (_Dividend_Amount = Dividend Amount)
  to the (_Investor = Investor)
  at the same time.)
4. (Misc.Assign.sec = Neither (_this_Safe = this Safe)
  nor the rights in (_this_Safe = this Safe)
  are transferable or assignable, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that (_this_Safe = this Safe)
  and/or its rights may be assigned without the (_Company = Company)
  ’s consent by the (_Investor = Investor)
  (i) to the (_Investor = Investor)
  ’s estate, heirs, executors, administrators, guardians and/or successors in the event of (Misc.Assign.the = )
  (_Investor = Investor)
  ’s death or disability, or (ii) to any other entity who directly or indirectly, controls, is controlled by or is under common control with the (_Investor = Investor)
  , including, without limitation, any general partner, managing member, officer or director of the (_Investor = Investor)
  , or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the (_Investor = Investor)
  ; and provided, further, that the (_Company = Company)
  may assign (_this_Safe = this Safe)
  in whole, without the consent of the (_Investor = Investor)
  , in connection with a reincorporation to change the (_Company = Company)
  ’s domicile.)
5. (Misc.Sever.sec = In the event any one or more of the provisions of (_this_Safe = this Safe)
  is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of (_this_Safe = this Safe)
  operate or would prospectively operate to invalidate (_this_Safe = this Safe)
  , then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of (_this_Safe = this Safe)
  and the remaining provisions of (_this_Safe = this Safe)
  will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.)
6. (Misc.Law.sec = All rights and obligations hereunder will be governed by the laws of (Law.State.the = the (Law.State/Commonwealth = State)
  of (Law.State = California)
  )
  , without regard to the conflicts of law provisions of such jurisdiction.)
7. (Misc.Tax.sec = The parties acknowledge and agree that for United States federal and state income tax purposes (_this_Safe = this Safe)
  is, and at all times has been, intended to be characterized as stock, and more particularly as common stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of the (Internal_Revenue_Code_of_1986.cl = Internal Revenue Code of 1986)
  , as amended. Accordingly, the parties agree to treat (_this_Safe = this Safe)
  consistent with the foregoing intent for all United States federal and state income tax purposes (including, without limitation, on their respective tax returns or other informational statements).)
)
)

)
(00.sec = (00.0.sec = )
(00.xlist =

(00.secs = (00.1.sec = IN WITNESS WHEREOF, the undersigned have caused (_this_Safe = this Safe)
to be duly executed and delivered.)

(00.2.sec =

(Company.US.Contract.By.Sec =

(Company.Name.Full = (Company.Name.Given = Acme)
(Company.Name.Inc = Incorporated)
)

(Company.US.Contract.By.Handle.sec = ("(Company.Handle = (_Company = Company)
)
"))

(Company.US.Contract.By.SignBy = (Company.US.Contract.By.By: = By:)

(Company.xSignature = xA-Altima-95M3ncQz9r)

(Company.US.Contract.By.Name: = Name:)
(Company.Signer.Name.Full = (Company.Signer.Name.FL = (Company.Signer.Name.First = Abigail)
(Company.Signer.Name.Last = Altima)
)
)

(Company.US.Contract.By.Title: = Title:)
(Company.Signer.Title = President)
)

(Company.US.Contract.By.Date.sec = (Company.US.Contract.By.Date: = Date:)
(Company.Sign.YMD = September 28, 2015)

(Company.US.Contract.By.At: = Signed at:)
(Company.US.Contract.By.Adr.City,State,Nation = (Company.Adr.City = Boston)
, (Company.Adr.State = Massachusetts)
, (Company.Adr.Nation = United States of America)
)
)

)

(Investor.US.Contract.By.Sec =

(Investor.Name.Full = (Investor.Name.FL = (Investor.Name.First = Andrea)
(Investor.Name.Last = Ang)
)
)

(Investor.US.Contract.By.Handle.sec = ("(Investor.Handle = (_Investor = Investor)
)
"))

(Investor.US.Contract.By.SignBy =

(Investor.xSignature = xA-Ang-w4lDIn925u)
)

(Investor.US.Contract.By.Date.sec = (Investor.US.Contract.By.Date: = Date:)
(Investor.Sign.YMD = September 27, 2015)

(Investor.US.Contract.By.At: = Signed at:)
(Investor.US.Contract.By.Adr.City,State,Nation = (Investor.Adr.City = Cambridge)
, (Investor.Adr.State = Massachusetts)
, (Investor.Adr.Nation = United States of America)
)
)

)

)
)

)
(00.00.sec = )
)
)
)