/Docs/G/SeriesSeed-Cooley-CmA/notes/Term_Sheet/0.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=1.4.sec): Visual Print Technical: OpenParameters Xray

---

In the event the {_Company} consummates, on or prior to the Maturity Date, an equity financing pursuant to which it sells shares of its equity securities (the "{DefT.Next_Round_Securities}"), with an aggregate sales price of not less than {EquityEvent.ThresholdProceeds.$}, excluding any and all indebtedness under the Notes that is converted into {_Next_Round_Securities}, and with the principal purpose of raising capital (a "{DefT.Qualified_Financing}"),
then all principal, together with all unpaid accrued interest under the Notes, shall automatically convert into shares of the {_Next_Round_Securities}
at {Convert.PriceDiscount.%} of the cash price per share paid by the other purchasers of {_Next_Round_Securities} in the {_Qualified_Financing}.
If the conversion price of the Notes is less than the cash price per share at which {_Next_Round_Securities} is issued in the {_Qualified_Financing}, the {_Company} may, solely at its option, elect to convert the Notes into shares of a newly created series of capital stock having the identical rights, privileges, preferences and restrictions as the {_Next_Round_Securities} issued in the {_Qualified_Financing}, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the conversion price; and (ii) the per share dividend, which will be the same percentage of the conversion price as applied to determine the per share dividends of new investors in the {_Qualified_Financing} relative to the purchase price paid by such investors.