/Docs/G/SeriesSeed-Cooley-CmA/Sec/Convert/QualifiedFinancing/0.md
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(Sec = (Ti = Conversion upon a Qualified Financing)

(sec = (0.sec = )
(xlist = (Olist =

1. (Secs = (secs = (1.sec = In the event that (QualifiedFinancing.cl = (CompanyIssuesEquity.cl = the {_Company} issues and sells shares of its equity securities ( "{DefT.Equity_Securities}") to investors (the "{DefT.Investors}"))
   (While.cl =
   Select:
   1. (While.cl/Maturity = on or before the {_Maturity_Date})
      
   2. (While.cl/NoteOutstanding = while this {_Note} remains outstanding)
      
   )
   (RaisingAtLeast.cl = 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 (NotesConvert.cl = 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 (Price.cl =
   Select:
   1. (Price.cl/Cash/Full = the cash price paid per share for {_Equity_Securities} by the {_Investor}s in the {_Qualified_Financing})
      
   2. (Price.cl/Cash/Discounted = the cash price paid per share for {_Equity_Securities} by the {_Investor}s in the {_Qualified_Financing} multiplied by {PriceRatio.%})
      
   3. (Price.cl/Lesser = 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} (OutstandingSharesCalculation.cl = (OutstandingWhen.cl =
      Select:
      1. (OutstandingWhen.cl/Late = immediately prior to the {_Qualified_Financing})
         
      2. (OutstandingWhen.cl/Early = as of the date of the {_Note})
         
      )
      {OutstandingAssumingConversion.cl})
      )
      
   )
   .)
   
2. (2.sec = 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. (3.sec = (3.0.sec = Notwithstanding this (Xref = Section {Xnum})
   , if the conversion price of the {_Notes} as determined pursuant to this (Xref = 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):)
   (3.xlist =
   1. (3.secs = (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}; and)
      
   2. (3.2.sec = 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.)
      )
      
   )
   (3.00.sec = )
   )
   )
   )
   

)
)
(00.sec = )
)
)