/Docs/G/SeriesSeed-Cooley-CmA/Sec/Convert/QualifiedFinancing/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 {EquityEvent.ThresholdProceeds.$} (excluding the conversion of the {_Notes} or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a "{DefT.Qualified_Financing}"), then the outstanding principal amount of this {_Note} and any unpaid accrued interest shall automatically convert in whole without any further action by the {_Holder} into {_Equity_Securities} sold in the {_Qualified_Financing} at a conversion price equal to
   Select:
   1. the cash price paid per share for {_Equity_Securities} by the {_Investor}s in the {_Qualified_Financing}
   2. the cash price paid per share for {_Equity_Securities} by the {_Investor}s in the {_Qualified_Financing} multiplied by {PriceRatio.%}
   3. the lesser of (i) {Price.cl/Cash}, and (ii) the quotient resulting from dividing {Convert.Valuation.$} 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}
      {OutstandingAssumingConversion.cl}
   .
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 {_Investor}s in the {_Qualified_Financing} relative to the purchase price paid by the {_Investor}s.