/Docs/G/SeriesSeed-Cooley-CmA/Sec/Convert/0.md
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Conversion upon a Qualified Financing

1. In the event that the Company issues and sells shares of its equity securities ( "{DefT.Equity_Securities}") to investors (the "{DefT.Investors}")
   Select:
   1. on or before the Maturity Date
   2. while this Note remains outstanding
   in an equity financing with total proceeds to the Company of not less than $1,000,000 (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a "{DefT.Qualified_Financing}"), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to
   Select:
   1. the cash price paid per share for Equity Securities by the Investors in the Qualified Financing
   2. the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by {PriceRatio.%}
   3. the lesser of (i) {Price.cl/Cash}, and (ii) the quotient resulting from dividing $7,000,000 by the number of outstanding shares of Common Stock of the Company
      Select:
      1. immediately prior to the Qualified Financing
      2. as of the date of the Note
      (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, including including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity))
   .
2. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.
3. Notwithstanding this Section {Xnum}, if the conversion price of the Notes as determined pursuant to this Section {Xnum} (the "{DefT.Conversion_Price}") is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable):
   1. the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and
   2. the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.