Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any portion of the Outstanding Balance into Common Stock is $0.45 per share of Common Stock (the “Conversion Price”).

At any time prior to the payment in full by the Borrower of this Note, the Lender shall have the option to convert the then outstanding Principal Amount balance and any accrued interest under the Promissory Note (or any portion thereof), into shares of common stock (the “Shares” and the “Common Stock”) of the Borrower (the “Conversion Option”) at the Conversion Price (each a “Conversion” and the “Conversion Right”). The “Conversion Price” shall equal $0.75 per Share;