Conversion

1. 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 $1,000,000 (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 Investors in the Qualified Financing
      2. the cash price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by {PriceRatio.%}
      3. the lesser of (i) {Price.cl/Cash}, and (ii) the quotient resulting from dividing $7,000,000 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
         (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, including including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity))
      .
   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 Investors in the Qualified Financing relative to the purchase price paid by the Investors.
2. Optional Conversion at non-Qualified Financing
   In the event the Company consummates,
   Select:
   1. on or before the Maturity Date
   2. while this Note remains outstanding
   , an equity financing pursuant to which it sells shares of Preferred Stock in a transaction that does not constitute a Qualified Financing, then {OptionDeciders.cl} shall have the option to treat such equity financing as a Qualified Financing on the same terms set forth herein..
3. Maturity Date Conversion
   In the event that this Note remains outstanding on the Maturity Date,, then the outstanding principal balance of this Note and any unpaid accrued interest shall, {Trigger.cl}, convert as of the Maturity Date into shares of {ConvertTo.cl} at a conversion price equal to the quotient resulting from dividing $7,000,000 by the number of outstanding shares of Common Stock of the Company {AsOf.cl} (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, including including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)).
4. Change of Control
   
   1. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the Company shall repay the Holder in cash in an amount equal to
      1. the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal; plus
      2. a repayment premium equal to 20% of the outstanding principal amount of this Note;
      provided, however, that upon the written election of the Holder made not less than five days prior to the Change of Control, the Company shall convert the outstanding principal balance of this Note and any unpaid accrued interest into shares of the Company's Common Stock at a conversion price equal to the quotient resulting from dividing $7,000,000 by the number of outstanding shares of Common Stock of the Company {ValueAsOf.cl} (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, including including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity))
   2. For purposes of this Note, a "{DefT.Change_of_Control}" means
      1. a consolidation or merger of the 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 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. any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; or
      3. the sale or transfer of all or substantially all of the Company's assets, or the exclusive license of all or substantially all of the Company's material intellectual property;
      provided that a 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 or any successor, indebtedness of the Company is cancelled or converted or a combination thereof.
   3. The Company shall give the Holder notice of a Change of Control not less than 10 days prior to the anticipated date of consummation of the Change of Control. Any repayment pursuant to this paragraph in connection with a Change of Control shall be subject to any required tax withholdings, and may be made by the Company (or any party to such Change of Control or its agent) following the Change of Control in connection with payment procedures established in connection with such Change of Control.
5. Procedure for Conversion
   
   1. In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Financing, all financing documents executed by the Investors in connection with such Qualified Financing).
   2. The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation.
   3. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts.
6. Interest Accrual
   If a Change of Control or Qualified Financing is consummated, all interest on this Note shall be deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the signing of the definitive agreement for the Change of Control or Qualified Financing.