[jacoblyles]

This answers the early sale question. In the event of a sale before the note is converted through other means, the investors can convert at $5 million valuation. That could be a lot of upside for them, though I expect this will not be a common case.

[clare]

According to the article: Optional change of control/IPO conversion: into common stock at the lesser of (A) fair market value (based on change of control or IPO), or (B) $5M valuation. I have to agree with Yokum, it is hard to find a better deal than this.