eds of Two Million Dollars ($2,000,000) or more, excluding the conversion of the Note (a "Qualified Financing"), then effective upon the closing of the Qualified Financing, all principal and accrued and unpaid interest on this Note shall be automatically converted into a number of shares of either, at the election of t

(a "Qualified Financing"), then the entire outstanding Aggregate Financing Amount shall be automatically converted (contingent upon the closing of the Qualified Financing) into the most senior class of shares issued in such Qualified Financing at a price per share that is equal to 85% of the price per share paid in ca