Tennessee Form of Convertible Promissory Note, Common Stock is a legal document that outlines the terms and conditions under which a convertible promissory note can be converted into common stock in a Tennessee-based company. This type of note is commonly used in financing transactions, where the lender provides funds to the borrower in exchange for the potential for future ownership in the company. The Tennessee Form of Convertible Promissory Note, Common Stock typically includes key provisions such as: 1. Principal Amount: This is the initial amount borrowed by the company, which will be repaid to the lender at a later date. 2. Interest Rate: The note specifies the interest rate that will be applied to the outstanding principal amount. This rate is usually fixed or determined based on a certain benchmark, such as the prime rate. 3. Maturity Date: The note sets the date on which the principal amount and any accrued interest must be repaid in full to the lender. 4. Conversion Terms: This section outlines the conditions and mechanics for converting the note into common stock. It specifies the conversion price, which is the price at which the note can be converted into shares of common stock. 5. Adjustment Events: The note may account for events that would impact the conversion price, such as stock splits, dividends, or mergers. These are referred to as adjustment events, and they ensure that the conversion price accurately reflects the value of the common stock. 6. Covenants: The note may include certain covenants that the borrower must comply with, such as maintaining certain financial ratios or obtaining consent before taking specific actions. 7. Events of Default: This section describes the circumstances under which the note can be declared in default, such as non-payment or violation of covenants. It outlines the remedies available to the lender in case of default, which may include acceleration of repayment or conversion. Some variations of the Tennessee Form of Convertible Promissory Note, Common Stock may include specific provisions based on the unique requirements of the transaction or the parties involved. These variations could include provisions related to prepayment, subordination, or conversion upon the occurrence of a specific event. To summarize, the Tennessee Form of Convertible Promissory Note, Common Stock is a legal document that outlines the terms and conditions for converting a promissory note into common stock in a Tennessee-based company. It serves as a crucial tool in financing transactions, providing a clear framework for both the lender and borrower.