On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, Intrexon hereby agrees to exchange the Debt for the issuance of One Hundred (100) shares of Series C Preferred Stock at the Per Share Exchange Price by the Company to Intrexon having a stated value equal to the amount of the Debt (the “ Conversion Securities ”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 applicable to the Closing, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. When issued to Intrexon at the Closing, the Conversion Securities will be deemed to have been issued in full satisfaction and payment of the Debt owed by the Company to Intrexon.