0000912057-01-517549 Sample Contracts

Price Enterprises, Inc. Letterhead]
Conversion Agreement • May 25th, 2001 • Price Enterprises Inc • Real estate investment trusts • California

This Agreement will confirm our agreement as to the terms and conditions on which Price Enterprises, Inc. ("Enterprises") agrees to convert that certain Secured Promissory Note of Excel Legacy Corporation ("Legacy") to The Sol and Helen Price Trust (the "Price Trust"), in the principal amount of $9,347,150 (the "Price Note"), into 1,681,142 shares of Series B Preferred Stock and a warrant to purchase 233,679 shares of Enterprises common stock.

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