/Docs/G/SeriesSeed-Cooley-CmA/Sec/Convert/0.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=r00t): Visual Print Technical: OpenParameters Xray

---

(Sec = (Ti = Conversion)

(sec =

1. (QualifiedFinancing.Sec = (QualifiedFinancing.Ti = Conversion upon a Qualified Financing)
   
   (QualifiedFinancing.sec = (QualifiedFinancing.0.sec = )
   (QualifiedFinancing.xlist = (QualifiedFinancing.Olist =
   1. (QualifiedFinancing.Secs = (QualifiedFinancing.secs = (QualifiedFinancing.1.sec = In the event that (QualifiedFinancing.QualifiedFinancing.cl = (QualifiedFinancing.CompanyIssuesEquity.cl = the (_Company = Company)
      issues and sells shares of its equity securities ( "{DefT.Equity_Securities}") to investors (the "{DefT.Investors}"))
      (QualifiedFinancing.While.cl =
      Select:
      1. (QualifiedFinancing.While.cl/Maturity = on or before the (_Maturity_Date = Maturity Date)
         )
         
      2. (QualifiedFinancing.While.cl/NoteOutstanding = while this (_Note = Note)
         remains outstanding)
         
      )
      (QualifiedFinancing.RaisingAtLeast.cl = in an equity financing with total proceeds to the (_Company = Company)
      of not less than (EquityEvent.ThresholdProceeds.$ = $1,000,000)
      (excluding the conversion of the (_Notes = Notes)
      or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a "{DefT.Qualified_Financing}"))
      )
      , then (QualifiedFinancing.NotesConvert.cl = the outstanding principal amount of this (_Note = Note)
      and any unpaid accrued interest shall automatically convert in whole without any further action by the (_Holder = Holder)
      into (_Equity_Securities = Equity Securities)
      sold in the (_Qualified_Financing = Qualified Financing)
      )
      at a conversion price equal to (QualifiedFinancing.Price.cl =
      Select:
      1. (QualifiedFinancing.Price.cl/Cash/Full = the cash price paid per share for (_Equity_Securities = Equity Securities)
         by the (_Investor = Investor)
         s in the (_Qualified_Financing = Qualified Financing)
         )
         
      2. (QualifiedFinancing.Price.cl/Cash/Discounted = the cash price paid per share for (_Equity_Securities = Equity Securities)
         by the (_Investor = Investor)
         s in the (_Qualified_Financing = Qualified Financing)
         multiplied by {PriceRatio.%})
         
      3. (QualifiedFinancing.Price.cl/Lesser = the lesser of (i) {Price.cl/Cash}, and (ii) the quotient resulting from dividing (Convert.Valuation.$ = $7,000,000)
         by the number of outstanding shares of (_Common_Stock = Common Stock)
         of the (_Company = Company)
         (QualifiedFinancing.OutstandingSharesCalculation.cl = (QualifiedFinancing.OutstandingWhen.cl =
         Select:
         1. (QualifiedFinancing.OutstandingWhen.cl/Late = immediately prior to the (_Qualified_Financing = Qualified Financing)
            )
            
         2. (QualifiedFinancing.OutstandingWhen.cl/Early = as of the date of the (_Note = Note)
            )
            
         )
         (OutstandingAssumingConversion.cl = (assuming conversion of (OutstandingConvertible.cl = all securities convertible into (_Common_Stock = Common Stock)
         and exercise of all outstanding options and warrants)
         , including (OutstandingEquityIncentive.cl = including all shares of (_Common_Stock = Common Stock)
         reserved and available for future grant under any equity incentive or similar plan of the (_Company = Company)
         , and/or any equity incentive or similar plan to be created or increased in connection with the (_Qualified_Financing = Qualified Financing)
         )
         , but excluding (OutstandingOther.cl = the shares of equity securities of the (_Company = Company)
         issuable upon the conversion of (_Notes = Notes)
         or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity))
         ))
         )
         )
         
      )
      .)
      
   2. (QualifiedFinancing.2.sec = The issuance of (_Equity_Securities = Equity Securities)
      pursuant to the conversion of this (_Note = Note)
      shall be upon and subject to the same terms and conditions applicable to (_Equity_Securities = Equity Securities)
      sold in the (_Qualified_Financing = Qualified Financing)
      .)
      
   3. (QualifiedFinancing.3.sec = (QualifiedFinancing.3.0.sec = Notwithstanding this (QualifiedFinancing.Xref = Section {Xnum})
      , if the conversion price of the (_Notes = Notes)
      as determined pursuant to this (QualifiedFinancing.Xref = Section {Xnum})
      (the "{DefT.Conversion_Price}") is less than the price per share at which (_Equity_Securities = Equity Securities)
      are issued in the (_Qualified_Financing = Qualified Financing)
      , the (_Company = Company)
      may, solely at its option, elect to convert this (_Note = Note)
      into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the (_Equity_Securities = Equity Securities)
      issued in the (_Qualified_Financing = Qualified Financing)
      , and otherwise on the same terms and conditions, other than with respect to (if applicable):)
      (QualifiedFinancing.3.xlist =
      1. (QualifiedFinancing.3.secs = (QualifiedFinancing.3.1.sec = the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the (_Conversion_Price = Conversion Price)
         ; and)
         
      2. (QualifiedFinancing.3.2.sec = the per share dividend, which will be the same percentage of the (_Conversion_Price = Conversion Price)
         as applied to determine the per share dividends of the (_Investor = Investor)
         s in the (_Qualified_Financing = Qualified Financing)
         relative to the purchase price paid by the (_Investor = Investor)
         s.)
         )
         
      )
      (QualifiedFinancing.3.00.sec = )
      )
      )
      )
      
   )
   )
   (QualifiedFinancing.00.sec = )
   )
   )
   
2. (Non-QualifiedFinancing.Sec = (Non-QualifiedFinancing.Ti = Optional Conversion at non-Qualified Financing)
   
   (Non-QualifiedFinancing.sec = In the event (Non-QualifiedFinancing.Non-QualifiedFinancing.cl = (Non-QualifiedFinancing.CompanyIssuesEquity.cl = the Company consummates, (Non-QualifiedFinancing.While.cl =
   Select:
   1. (Non-QualifiedFinancing.While.cl/Maturity = on or before the (_Maturity_Date = Maturity Date)
      )
      
   2. (Non-QualifiedFinancing.While.cl/NoteOutstanding = while this (_Note = Note)
      remains outstanding)
      
   )
   , (Non-QualifiedFinancing.RaisingLessThan.cl = an equity financing pursuant to which it sells shares of (_Preferred_Stock = Preferred Stock)
   in a transaction that does not constitute a (_Qualified_Financing = Qualified Financing)
   )
   )
   )
   , then {OptionDeciders.cl} shall have (Non-QualifiedFinancing.OptionToConvert.cl = the option to treat such equity financing as a (_Qualified_Financing = Qualified Financing)
   on the same terms set forth herein.)
   .)
   )
   
3. (Maturity.Sec = (Maturity.Ti = Maturity Date Conversion)
   
   (Maturity.sec = (Maturity.Upon.cl = In the event that this (_Note = Note)
   remains outstanding on the (_Maturity_Date = Maturity Date)
   ,)
   , (Maturity.Then.cl = then the outstanding principal balance of this (_Note = Note)
   and any unpaid accrued interest shall)
   , {Trigger.cl}, (Maturity.Convert.cl = convert as of the (_Maturity_Date = Maturity Date)
   into shares of)
   {ConvertTo.cl} (Maturity.Price.cl = at a conversion price equal to the quotient resulting from dividing (Convert.Valuation.$ = $7,000,000)
   by the number of outstanding shares of (_Common_Stock = Common Stock)
   of the (_Company = Company)
   )
   {AsOf.cl} (OutstandingAssumingConversion.cl = (assuming conversion of (OutstandingConvertible.cl = all securities convertible into (_Common_Stock = Common Stock)
   and exercise of all outstanding options and warrants)
   , including (OutstandingEquityIncentive.cl = including all shares of (_Common_Stock = Common Stock)
   reserved and available for future grant under any equity incentive or similar plan of the (_Company = Company)
   , and/or any equity incentive or similar plan to be created or increased in connection with the (_Qualified_Financing = Qualified Financing)
   )
   , but excluding (OutstandingOther.cl = the shares of equity securities of the (_Company = Company)
   issuable upon the conversion of (_Notes = Notes)
   or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity))
   ))
   .)
   )
   
4. (ChangeOfControl.Sec = (ChangeOfControl.Ti = Change of Control)
   
   (ChangeOfControl.sec = (ChangeOfControl.0.sec = )
   (ChangeOfControl.xlist = (ChangeOfControl.Olist =
   1. (ChangeOfControl.Secs = (ChangeOfControl.secs = (ChangeOfControl.1.sec = (ChangeOfControl.1.0.sec = If the (_Company = Company)
      consummates a (_Change_of_Control = Change of Control)
      (as defined below) while this (_Note = Note)
      remains outstanding, the (_Company = Company)
      shall repay the Holder in cash in an amount equal to)
      (ChangeOfControl.1.xlist =
      1. (ChangeOfControl.1.secs = (ChangeOfControl.1.1.sec = the outstanding principal amount of this (_Note = Note)
         plus any unpaid accrued interest on the original principal; plus)
         
      2. (ChangeOfControl.1.2.sec = a repayment premium equal to (RepaymentPremium.% = 20%)
         of the outstanding principal amount of this (_Note = Note)
         ;)
         )
         
      )
      (ChangeOfControl.1.00.sec = provided, however, that upon the written election of the (_Holder = Holder)
      made not less than five days prior to the (_Change_of_Control = Change of Control)
      , the (_Company = Company)
      shall convert the outstanding principal balance of this (_Note = Note)
      and any unpaid accrued interest into shares of the (_Company = Company)
      's Common Stock at a conversion price equal to the quotient resulting from dividing (Convert.Valuation.$ = $7,000,000)
      by the number of outstanding shares of Common Stock of the (_Company = Company)
      {ValueAsOf.cl} (OutstandingAssumingConversion.cl = (assuming conversion of (OutstandingConvertible.cl = all securities convertible into (_Common_Stock = Common Stock)
      and exercise of all outstanding options and warrants)
      , including (OutstandingEquityIncentive.cl = including all shares of (_Common_Stock = Common Stock)
      reserved and available for future grant under any equity incentive or similar plan of the (_Company = Company)
      , and/or any equity incentive or similar plan to be created or increased in connection with the (_Qualified_Financing = Qualified Financing)
      )
      , but excluding (OutstandingOther.cl = the shares of equity securities of the (_Company = Company)
      issuable upon the conversion of (_Notes = Notes)
      or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity))
      ))
      )
      )
      
   2. (ChangeOfControl.2.sec = (ChangeOfControl.2.0.sec = For purposes of this (_Note = Note)
      , a "{DefT.Change_of_Control}" means)
      (ChangeOfControl.2.xlist =
      1. (ChangeOfControl.2.secs = (ChangeOfControl.2.1.sec = a consolidation or merger of the (_Company = Company)
         with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the (_Company = Company)
         immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; )
         
      2. (ChangeOfControl.2.2.sec = any transaction or series of related transactions to which the (_Company = Company)
         is a party in which in excess of 50% of the (_Company = Company)
         's voting power is transferred; or)
         
      3. (ChangeOfControl.2.3.sec = the sale or transfer of all or substantially all of the (_Company = Company)
         's assets, or the exclusive license of all or substantially all of the (_Company = Company)
         's material intellectual property; )
         )
         
      )
      (ChangeOfControl.2.00.sec = provided that a (_Change_of_Control = Change of Control)
      shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the (_Company = Company)
      or any successor, indebtedness of the (_Company = Company)
      is cancelled or converted or a combination thereof.)
      )
      
   3. (ChangeOfControl.3.sec = The (_Company = Company)
      shall give the Holder notice of a (_Change_of_Control = Change of Control)
      not less than 10 days prior to the anticipated date of consummation of the (_Change_of_Control = Change of Control)
      . Any repayment pursuant to this paragraph in connection with a (_Change_of_Control = Change of Control)
      shall be subject to any required tax withholdings, and may be made by the (_Company = Company)
      (or any party to such (_Change_of_Control = Change of Control)
      or its agent) following the (_Change_of_Control = Change of Control)
      in connection with payment procedures established in connection with such (_Change_of_Control = Change of Control)
      .)
      )
      )
      
   )
   )
   (ChangeOfControl.00.sec = )
   )
   )
   
5. (Procedure.Sec = (Procedure.Ti = Procedure for Conversion)
   
   (Procedure.sec = (Procedure.0.sec = )
   (Procedure.xlist = (Procedure.Olist =
   1. (Procedure.Secs = (Procedure.secs = (Procedure.1.sec = In connection with any conversion of this (_Note = Note)
      into capital stock, the (_Holder = Holder)
      shall surrender this (_Note = Note)
      to the (_Company = Company)
      and deliver to the (_Company = Company)
      any documentation reasonably required by the (_Company = Company)
      (including, in the case of a (_Qualified_Financing = Qualified Financing)
      , all financing documents executed by the Investors in connection with such (_Qualified_Financing = Qualified Financing)
      ).)
      
   2. (Procedure.2.sec = The (_Company = Company)
      shall not be required to issue or deliver the capital stock into which this (_Note = Note)
      may convert until the (_Holder = Holder)
      has surrendered this (_Note = Note)
      to the (_Company = Company)
      and delivered to the (_Company = Company)
      any such documentation.)
      
   3. (Procedure.3.sec = Upon the conversion of this (_Note = Note)
      into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the (_Holder = Holder)
      would otherwise be entitled, the (_Company = Company)
      shall pay the (_Holder = Holder)
      cash equal to such fraction multiplied by the price at which this (_Note = Note)
      converts.)
      )
      )
      
   )
   )
   (Procedure.00.sec = )
   )
   )
   
6. (InterestAccrual.Sec = (InterestAccrual.Ti = Interest Accrual)
   
   (InterestAccrual.sec = If a Change of Control or (_Qualified_Financing = Qualified Financing)
   is consummated, all interest on this Note shall be deemed to have stopped accruing as of a date selected by the (_Company = Company)
   that is up to 10 days prior to the signing of the definitive agreement for the Change of Control or (_Qualified_Financing = Qualified Financing)
   .)
   )
   

)
)