Common use of Conversion Mechanism Clause in Contracts

Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Commitments and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify Borrower in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”), provided, however, that the Converting Lender may only convert an amount of not less than US$1,000,000 or all of the then outstanding principal balance and all accrued and unpaid interest thereon. The Borrower shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of shares of Common Stock equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. The Borrower and Converting Lender shall produce, execute and file any document and make any arrangement as required to perfect such conversion. The Note Conversion Shares shall be fully paid, and the Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: (i) the satisfaction of the holding period for such shares required under Rule 144, or (ii) the registration of the Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. The Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which the Borrower received the Conversion Notice. Following conversion pursuant to this Section, the Converted Amount shall be deemed fully paid and shall no longer be deemed a Secured Obligation hereunder.

Conversion Mechanism. Any entity comprising Lender electing to convert any portion of its then outstanding Term Commitments Loans and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify Borrower in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”), provided, however, that the Converting Lender may only convert an amount of not less than US$1,000,000 or all of the then outstanding principal balance and all accrued and unpaid interest thereon. The Borrower shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of shares of Common Stock equal to the Converted Amount divided by the Conversion Price applicable to the Term Loans converted (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. The Borrower and Converting Lender shall produce, execute and file any document and make any arrangement as reasonably required to perfect such conversion. The Note Conversion Shares shall be fully paid, and the Note Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: under U.S. federal securities laws (i) pursuant to Rule 144, if held by a person that is not an affiliate (and has not been affiliate at any time during the three months preceding any such sale) of ▇▇▇▇▇▇ Pharmaceuticals, Inc., following both the satisfaction of the holding period for such shares required under Rule 144 and the availability of current public information required by Rule 144, or (ii) following the registration of the Note Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. The Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which the Borrower received the Conversion Notice. Following conversion pursuant to this Section, the Converted Amount shall be deemed fully paid and shall no longer be deemed a Secured Obligation hereunder. In addition, ▇▇▇▇▇▇ Pharmaceuticals, Inc. shall have the right to convert at any time all or any portion of the then outstanding Term Loans and all accrued and unpaid interest thereon into shares of Common Stock of ▇▇▇▇▇▇ Pharmaceuticals, Inc. at the applicable Conversion Price, subject to fulfilment of all of the following conditions: (i) the shares of Common Stock issuable upon conversion are unrestricted and freely tradable securities if held by a person that is not an affiliate (and has not been affiliate at any time during the three months preceding any such sale) of ▇▇▇▇▇▇ Pharmaceuticals, Inc. pursuant to Rule 144 under the Securities Act or under an effective registration statement under the Securities Act, (ii) during a period of 30 consecutive trading days prior to the date on which ▇▇▇▇▇▇ Pharmaceuticals, Inc. gives notice of the exercise of its conversion right, the closing price of ▇▇▇▇▇▇ Pharmaceuticals, Inc.’s shares of common stock was higher than 1.4 times the Conversion Price applicable to the Term Loans converted on at least 20 trading days, including on the trading day preceding the date on which ▇▇▇▇▇▇ Pharmaceuticals, Inc. gives notice of the exercise of its conversion right, and (iii) the number of shares of Common Stock issuable upon conversion by ▇▇▇▇▇▇ Pharmaceuticals, Inc. shall not exceed the average weekly number of traded shares on the stock market during the four weeks immediately preceding the date on which ▇▇▇▇▇▇ Pharmaceuticals, Inc. gives notice of the exercise of its conversion rights. ▇▇▇▇▇▇ Pharmaceuticals, Inc. may only effect a conversion once every four weeks.

Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Commitments Loans and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify Borrower ProQR Therapeutics N.V. in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the shares of Common Stock Ordinary Shares to be delivered electronically upon conversion (“Conversion Notice”), provided, however, that the Converting Lender may only convert an amount of not less than US$1,000,000 or all of the then outstanding principal balance and all accrued and unpaid interest thereon. The Borrower ProQR Therapeutics N.V. shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of shares of Common Stock Ordinary Shares equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. The Borrower ProQR Therapeutics N.V. and Converting Lender shall produce, execute and file any document and make any arrangement as reasonably required to perfect such conversion. The Note Conversion Shares shall be fully paid, and the Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: (i) the satisfaction of the holding period for such shares required under Rule 144, or (ii) the registration of the Note Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. The Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which the Borrower ProQR Therapeutics N.V. received the Conversion Notice. Following conversion pursuant to this Section, the Converted Amount shall be deemed fully paid and shall no longer be deemed a Secured Obligation hereunder. In addition, Borrower shall have the right to convert at any time all or any portion of the then outstanding Term Loans and all accrued and unpaid interest thereon into Ordinary Shares of ProQR Therapeutics N.V. at the Conversion Price, subject to fulfilment of all of the following conditions: (i) (x) the Ordinary Shares issuable upon conversion would be eligible to be offered, sold or otherwise transferred by the applicable Lender pursuant to Rule 144 or (y) the offer and resale of the Ordinary Shares issuable upon conversion, by the applicable Lender, are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by ProQR Therapeutics N.V. to remain effective and usable, by the applicable Lender to sell such Ordinary Shares, continuously for the next 180 calendar days, (ii) during a period of 30 consecutive trading days prior to the date of conversion, the closing price of ProQR Therapeutics N.V.’s Ordinary Shares was higher than 1.5 times the Conversion Price in at least 20 trading days, including the trading day immediately preceding the date Borrower gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares issuable upon conversion by ProQR Therapeutics N.V. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s Ordinary Shares on the stock market on which such shares are then traded during the preceding four weeks. ProQR Therapeutics N.V. may only effect a conversion once every four weeks; provided, however, that any conversion of the Term Loans and the accrued and unpaid interest thereon by Borrower hereunder shall be made pro rata among all Lenders according to the Dollar Equivalent of the outstanding Term Loans of the Lenders. For purpose of determining the amount of Term Loans and the accrued and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amount.

Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Commitments Loans and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify Borrower Soligenix, Inc. in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”). Soligenix, provided, however, that the Converting Lender may only convert an amount of not less than US$1,000,000 or all of the then outstanding principal balance and all accrued and unpaid interest thereon. The Borrower Inc. shall deliver to the Converting Lender, on or before the third Business Day seventh day following the Conversion Notice, (1) a number of shares of Common Stock equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. The Borrower Soligenix, Inc. and Converting Lender shall produce, execute and file any document and make any arrangement as reasonably required to perfect such conversion. The Note Conversion Shares shall be fully paid, and the Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: (i) the satisfaction of the holding period for such shares required under Rule 144, or (ii) the registration of the Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. The A Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which the Borrower Soligenix, Inc. received the Conversion Notice. Following conversion pursuant to this Section, the Converted Amount shall be deemed fully paid and shall no longer be deemed a Secured Obligation hereunder. In addition, Soligenix, Inc. shall have the right to convert at any time, any outstanding portion of the Term Loans and all accrued and unpaid interest thereon into shares of Common Stock of Soligenix, Inc. at the Conversion Price, subject to fulfilment of all of the following conditions: (i) the shares of Common Stock issuable upon conversion are unrestricted and freely tradable securities if held by a person that is not an affiliate (and has not been affiliate at any time during the three months preceding any such sale) of Soligenix, Inc. pursuant to Rule 144 under the Securities Act or under an effective registration statement under the Securities Act, (ii) during a period of 30 consecutive trading days prior to the date on which Soligenix, Inc. gives notice of the exercise of its conversion right, the closing price of Soligenix, Inc.’s shares of common stock was higher than $4.92 on at least 10 trading days, which trading days need not be consecutive, including on the trading day preceding the date on which Soligenix, Inc. gives notice of the exercise of its conversion right, and (iii) the number of shares of Common Stock issuable upon conversion by Soligenix, Inc. shall not exceed the average weekly number of traded shares on the stock market during the four weeks immediately preceding the date on which Soligenix, Inc. gives notice of the exercise of its conversion rights. Soligenix, Inc. may only effect a conversion once every four weeks.

Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Commitments Loans and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify Borrower ProQR Therapeutics N.V. in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the shares of Common Stock Ordinary Shares to be delivered electronically upon conversion (“Conversion Notice”), provided, however, that the Converting Lender may only convert an amount of not less than US$1,000,000 or all of the then outstanding principal balance and all accrued and unpaid interest thereon. The Borrower ProQR Therapeutics N.V. shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of shares of Common Stock Ordinary Shares equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. The Borrower ProQR Therapeutics N.V. and Converting Lender shall produce, execute and file any document and make any arrangement as reasonably required to perfect such conversion. The Note Conversion Shares shall be fully paid, and the Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: (i) the satisfaction of the holding period for such shares required under Rule 144, or (ii) the registration of the Note Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. The Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which the Borrower ProQR Therapeutics N.V. received the Conversion Notice. Following conversion pursuant to this Section, the Converted Amount shall be deemed fully paid and shall no longer be deemed a Secured Obligation hereunder. In addition, Borrower shall have the right to convert at any time all or any portion of the then outstanding Term Loans and all accrued and unpaid interest thereon into Ordinary Shares of ProQR Therapeutics N.V. at the Conversion Price, subject to fulfilment of all of the following conditions: (i) (x) the Ordinary Shares issuable upon conversion would be eligible to be offered, sold or otherwise transferred by the applicable Lender pursuant to Rule 144 or (y) the offer and resale of the Ordinary Shares issuable upon conversion, by the applicable Lender, are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by ProQR Therapeutics N.V. to remain effective and usable, by the applicable Lender to sell such Ordinary Shares, continuously for the next 180 calendar days, (ii) during a period of 30 consecutive trading days prior to the date of conversion, the closing price of ProQR Therapeutics N.V.’s Ordinary Shares was higher than 1.5 times the Conversion Price in at least 20 trading days, including the trading day immediately preceding the date Borrower gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares issuable upon conversion by ProQR Therapeutics N.V. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’ Ordinary Shares on the stock market on which such shares are then traded during the preceding four weeks. ProQR Therapeutics N.V. may only effect a conversion once every four weeks.