Demanda de Nota Convertible

[LAW FIRM LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Company Name]
Attn: [CEO Name], Chief Executive Officer
[Address]
[Email]

Re: Demand for Payment Under Convertible Promissory Note
    Dated [Date] - Notice of Default and Acceleration

Dear [Name]:

This firm represents [Investor Name] ("Holder") in connection with
the Convertible Promissory Note dated [Date] (the "Note") in the
original principal amount of [Amount] issued by [Company Name]
(the "Company").

I. NOTICE OF DEFAULT

Please be advised that the Note matured on [Maturity Date] and is
now in default. As of the date of this letter, the Company has
failed to:

  (a) Pay the outstanding principal and accrued interest; or
  (b) Effect a conversion of the Note into equity securities.

II. AMOUNTS DUE AND OWING

The following amounts are currently due and payable:

  Original Principal:                    $[Amount]
  Accrued Interest ([X]% per annum):    $[Amount]
  (calculated from [Date] to [Date])
  -------------------------------------------
  TOTAL DUE:                             $[Total]

Interest continues to accrue at the Note Rate of [X]% per annum,
or at the Default Rate of [X]% per annum if provided in the Note,
from the Maturity Date until payment in full.

III. DEMAND FOR PAYMENT

Holder hereby demands that the Company pay the full amount due
under the Note, including all accrued interest, within ten (10)
business days of the date of this letter.

Payment should be made by wire transfer to:

  Bank: [Bank Name]
  Routing Number: [Number]
  Account Number: [Number]
  Account Name: [Name]
  Reference: [Note Date/Company Name]

IV. ALTERNATIVE: CONVERSION ELECTION

Alternatively, Holder is willing to convert the Note into equity
securities on terms mutually acceptable to the parties. Any
conversion must include:

  (a) Recognition of the full principal plus accrued interest;
  (b) Conversion at the Valuation Cap of $[Amount] or applicable
      discount, whichever is more favorable to Holder;
  (c) Customary information and participation rights for equity
      investors of comparable investment size.

If the Company wishes to discuss conversion in lieu of payment,
please have your counsel contact the undersigned within five (5)
business days.

V. RESERVATION OF RIGHTS

Failure to satisfy this demand within the time period specified
will result in immediate legal action to collect the amounts owed,
including but not limited to:

  - Filing suit in [Court] for breach of contract
  - Seeking prejudgment interest at the maximum legal rate
  - Recovery of all attorneys' fees and costs
  - Pursuing personal liability of officers and directors if
    grounds for veil-piercing exist
  - Filing involuntary bankruptcy petition if appropriate

Holder reserves all rights and remedies available under the Note,
at law, and in equity, and nothing in this letter shall be
construed as a waiver of any such rights.

Time is of the essence. Please govern yourself accordingly.

Very truly yours,

[Attorney Name]
[State Bar Number]
[Contact Information]

cc: [Investor Name]
    [Board of Directors]

Enclosure: Copy of Convertible Promissory Note

[LAW FIRM LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Company Name]
Attn: [CEO Name]
[Address]

Re: Demand for Correct Conversion of Convertible Promissory Note
    Breach of Note Terms and Conversion Provisions

Dear [Name]:

This firm represents [Investor Name] ("Holder") regarding the
Company's improper conversion of Holder's Convertible Promissory
Note dated [Date] (the "Note").

I. BACKGROUND

On [Date], the Company closed a [Series A/Seed] financing round
(the "Qualified Financing") which triggered conversion of the Note
under Section [X]. The Company purported to convert the Note and
issued Holder [Number] shares of [Series] Preferred Stock.

However, the Company's conversion calculation is incorrect and
violates the express terms of the Note.

II. CORRECT CALCULATION

The Note provides for conversion at the LOWER of:

  (a) The Valuation Cap Price: [$Cap] / [Post-Money Shares] =
      $[Cap Price] per share; OR

  (b) The Discount Price: [Qualified Financing Price] x
      (1 - [Discount]%) = $[Discount Price] per share.

The Company incorrectly used $[Wrong Price] per share instead of
$[Correct Price] per share.

  Principal:                             $[Amount]
  Accrued Interest (to conversion):     $[Amount]
  Total Converting:                      $[Total]

  CORRECT Shares Owed:                   [Correct Number]
  Shares Actually Issued:                [Issued Number]
  SHORTFALL:                             [Difference] shares

III. NATURE OF THE ERROR

The Company made the following errors in its conversion:

  [X] Failed to apply the Valuation Cap
  [X] Miscalculated accrued interest
  [X] Applied incorrect discount percentage
  [X] Used post-money instead of pre-money shares outstanding
  [X] Failed to include accrued interest in converting amount
  [X] Other: [Describe]

IV. DEMAND

Holder demands that the Company immediately:

  1. Issue an additional [Number] shares of [Series] Preferred
     Stock to Holder;

  2. Amend all corporate records, including the capitalization
     table, to reflect Holder's correct ownership;

  3. Execute and deliver corrected stock certificates;

  4. Confirm in writing the corrected shareholding;

  5. Ensure Holder receives all pro-rata rights associated with
     the correct share count in any future transactions.

V. DEADLINE AND CONSEQUENCES

This demand must be satisfied within seven (7) business days.
Failure to correct the share issuance will result in:

  - Suit for specific performance and damages
  - Securities law claims for material misrepresentation
  - Breach of contract and breach of the implied covenant of
    good faith and fair dealing
  - Request for rescission of the conversion and repayment
    of the Note plus interest

The Note and related documents are governed by [State] law, and
Holder reserves the right to seek all remedies available thereunder.

Please confirm receipt and your intentions by [Date].

Very truly yours,

[Attorney Name]

cc: [Investor Name]
    [Company Counsel]

Enclosure: Holder's Conversion Calculation Spreadsheet

[LAW FIRM LETTERHEAD]

[Date]

VIA CERTIFIED MAIL AND EMAIL
[Company Name]
[Address]

Re: Notice of Default Under Convertible Promissory Note
    Violation of Covenants - Demand for Cure or Acceleration

Dear [Name]:

This firm represents [Investor Name] ("Holder") in connection with
the Convertible Promissory Note dated [Date] (the "Note").

I. NOTICE OF COVENANT VIOLATION

Holder has learned that the Company has breached the following
covenants under Section [X] of the Note:

  [X] Incurred additional indebtedness without Holder consent
      (Section [X])

  [X] Granted security interests in Company assets without
      Holder consent (Section [X])

  [X] Failed to provide required financial statements within
      [X] days of period end (Section [X])

  [X] Materially changed the nature of its business (Section [X])

  [X] Other: [Describe specific violation]

II. FACTS SUPPORTING THE VIOLATION

[Describe the specific facts, dates, amounts, and circumstances
of the covenant violation. Be specific about how you learned of
the violation and what evidence supports your claim.]

III. RIGHTS UNDER THE NOTE

Pursuant to Section [X] of the Note, the occurrence of an Event
of Default entitles Holder to:

  (a) Declare all outstanding principal and accrued interest
      immediately due and payable;

  (b) Exercise all rights and remedies available at law or
      in equity;

  (c) [Other specific remedies provided in the Note]

IV. DEMAND FOR CURE

Holder demands that the Company cure the above-referenced default(s)
within [15] days of the date of this letter by:

  1. [Specific cure action required - e.g., paying down new debt,
     releasing security interest, providing financial statements]

  2. Providing Holder with written certification that the
     violation has been cured;

  3. Providing assurances that no further violations will occur.

V. ALTERNATIVE: ACCELERATION

If the Company fails to cure within the specified period, Holder
hereby gives notice of its election to accelerate the Note and
declares the following amounts immediately due and payable:

  Outstanding Principal:                 $[Amount]
  Accrued Interest:                     $[Amount]
  Default Interest (if applicable):     $[Amount]
  -------------------------------------------
  TOTAL:                                 $[Total]

VI. RESERVATION OF RIGHTS

Holder reserves all rights under the Note, at law, and in equity.
This letter shall not be construed as a waiver of any past, present,
or future defaults.

Your immediate attention to this matter is required.

Very truly yours,

[Attorney Name]

cc: [Investor Name]
    [Other Note Holders, if applicable]