Michigan Terms for Private Placement of Series Seed Preferred Stock refers to the specific provisions and conditions relating to the sale and issuance of preferred stock in private funding rounds within the state of Michigan. These terms are typically employed when companies seek to raise capital through a private placement offering of Series Seed Preferred Stock. Series Seed Preferred Stock is a type of equity security that gives investors certain rights and privileges over common stockholders. In Michigan, the terms for private placement of Series Seed Preferred Stock may vary based on the specific requirements and preferences of the company and its investors. However, common elements typically include: 1. Liquidation Preferences: Liquidation preferences outline the order in which investors are entitled to receive their investment back in the event of a liquidation or sale of the company. Michigan Terms for private placements may include multiple types of liquidation preferences, such as non-participating, participating, or a combination of both. 2. Conversion Rights: Conversion rights enable preferred stockholders to convert their shares into common stock at a predetermined conversion ratio. These terms may specify the conversion price, adjustments, mandatory or optional conversion, and conversion upon subsequent financing rounds or specific events. 3. Voting Rights: Voting rights determine the influence preferred stockholders have in the company's decision-making processes. Michigan Terms may provide preferred stockholders with either full voting rights on an as-converted basis or limited voting rights on certain matters such as the election of the board of directors or significant corporate decisions. 4. Anti-Dilution Protection: These provisions safeguard the investors against dilution by adjusting the conversion price or providing additional shares in the event of subsequent issuance of stock at a lower price. Common types of anti-dilution mechanisms include weighted average and full-ratchet. 5. Dividend Rights: Dividend rights specify whether preferred stockholders are entitled to receive dividends and at what rate. Michigan Terms may include cumulative dividends, whereby unpaid dividends accrue and must be paid before common stockholders receive any dividends. 6. Redemption Rights: Michigan Terms may allow preferred stockholders to be redeemed at the company's discretion or upon certain events, such as a change of control or expiration of a predetermined period. The terms may stipulate the redemption price and any associated premiums. 7. Rights of First Refusal and Co-Sale Rights: These rights grant preferred stockholders the option to participate in future financing rounds to maintain their ownership percentage and the ability to sell their shares alongside founders or other investors during secondary offerings. 8. Information Rights: Information rights outline the company's obligations to provide regular updates and financial information to preferred stockholders, enabling them to monitor their investment. It's important to note that these terms can be tailored to meet the needs of the company and the preferences of its investors. Michigan Terms for Private Placement of Series Seed Preferred Stock can vary greatly between different companies and investment rounds, but the aforementioned provisions encompass common elements often encountered in such private placements.