Common use of Conversion and Exchange Clause in Contracts

Conversion and Exchange. (a) This Note shall be convertible, in whole or in part, into shares of Bion's Common Stock at the price of $4.00 per share ("Conversion Price") at any time at election of Xxxxxx. (b) In addition, the Holder shall have the option to elect to exchange this Note, at its initial principal amount plus accrued interest, into securities that are substantially identical to securities that the Company sells in any offering prior to an offering in which the Company raises more than $3,000,000; (c) The Company shall have the right to exchange this Note, at its initial principal amount plus accrued interest, into its Common Stock at the lower of $4.00 per share or the price of an offering which raises $3,000,000 or more, upon completion of such offering;