Qualified Financing. Commencing upon the closing of a Qualified Financing through the Maturity Date, the Holder shall have the right, at its option, to convert the Outstanding Balance, in whole and not in part, into fully-paid and non-assessable shares of the capital stock of the Company being issued in such Qualified Financing (the "Qualified Financing Securities") at a conversion price equal to the greater of # $0.06 and # fifty percent (50%) of the price per share at which the Qualified Financing Securities are sold by the Company in the Qualified Financing (such price per share, the "Conversion Price").

Maturity. In the event that a Qualified Financing has not occurred by the Maturity Date, the Holder, in its sole option, may elect to # have the Outstanding Balance repaid by the Company in cash; or # as soon as practicable following the Maturity Date, convert such Outstanding Balance into equity securities of the Company having substantially the same rights as the most senior class of stock of the Company outstanding immediately prior to the Maturity Date or if no class of stock senior to the Company's common stock is outstanding, into common stock, in each case at the Conversion Price, which shall be $0.06 if no Qualified Financing has occurred prior to the Maturity Date.