The Bexar Texas Form of Convertible Promissory Note, Preferred Stock is a legal document used in the state of Texas which outlines the terms and conditions of a convertible promissory note that can be converted into preferred stock. The convertible promissory note is a type of debt instrument commonly used by startups or early-stage companies to raise financing. The note represents a loan made by the investor to the company, which will be repaid with interest over a specified term. However, the unique feature of this type of note is the conversion option, which allows the investor to convert the principal and accrued interest into shares of preferred stock of the company at a predetermined conversion price. The Bexar Texas Form of Convertible Promissory Note, Preferred Stock provides a standardized template for both parties involved in the transaction — the investor (lender) and the company (borrower). It ensures that all crucial details are properly documented, reducing the potential for misunderstandings or disputes. Key provisions and terms typically covered in the Bexar Texas Form of Convertible Promissory Note, Preferred Stock include: 1. Principal Amount: Specifies the amount of money borrowed by the company. 2. Interest Rate: Determines the interest rate to be paid by the company on the outstanding balance of the note. 3. Maturity Date: Indicates the date when the note and any remaining principal and interest must be repaid by the company. 4. Conversion Terms: Defines the conditions under which the note can be converted into preferred stock, such as the conversion price, conversion ratio, and adjustments. 5. Anti-Dilution Provisions: Protects the investor from dilution by including specific mechanisms to adjust the conversion price in the event of certain trigger events, such as stock splits or equity financing rounds. 6. Repayment Terms: Outlines the repayment schedule, including the timing and frequency of interest and principal payments. 7. Events of Default: Establishes the circumstances that would constitute a default by the company, such as failure to repay the note on time, and the associated remedies available to the investor. 8. Governing Law and Jurisdiction: Specifies that the agreement is governed by the laws of Texas and designates Bexar County as the exclusive jurisdiction for any legal disputes. 9. Representations and Warranties: Contains representations made by both parties about their legal capacity, authority, and ownership rights. While the Bexar Texas Form of Convertible Promissory Note, Preferred Stock is designed to provide a standardized template, it is important to note that there may be variations or customized versions depending on the specific requirements of the parties involved or legal advice sought.