Conversion Price. Subject to [Section 8(c)], the “Conversion Price” shall be equal to twenty per cent (20%) of the Average Closing Price as reported by the principal trading exchange on which the [[Loan Agreement:Organization]]’s Common Stock is traded for the twenty (20) trading days preceding the date of the Note.

Conversion Procedure. Before Holder shall be entitled to convert the Conversion Amount then outstanding under this Note into shares of Common Stock, Holder shall surrender this Note at the office of this [[Loan Agreement:Organization]], and shall give written notice (a form of which is attached to this Note, the “Conversion Notice”) to [[Loan Agreement:Organization]] at its principal corporate office, of the election to convert the same and shall state therein the total Conversion Amount. [[Loan Agreement:Organization]] shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such conversion unless # Holder executes and delivers to [[Loan Agreement:Organization]] the Conversion Notice for the converted shares and # this Note is delivered to [[Loan Agreement:Organization]]. [[Loan Agreement:Organization]] shall, as soon as practicable after such delivery, issue and deliver certificates (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to [[Loan Agreement:Organization]] and required by this Note and the Loan Agreement), representing the number of fully paid and non-assessable shares of the Common Stock into which the Conversion Amount will be converted in accordance with the provisions herein, and a new promissory note having like tenor as this Note for the principal amount and interest then outstanding under this Note that are not being so converted. Any conversion pursuant to this [Section 8] shall be deemed to have been made immediately prior to the close of business on the date of [[Loan Agreement:Organization]]’s receipt of the Conversion Notice, so that the rights of Holder under this Note to the extent of the Conversion Amount shall cease at such time and Holder shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

At any time and from time to time # prior to or upon and during the occurrence of an Event of Default, from the date of such Event of Default until such Event of Default is cured or waived or # as of the Maturity Date, at the written election of Holder, any outstanding Principal Amount and accrued and unpaid interest on this Note (the “Conversion Amount”) shall be converted into shares of Common Stock at a per share conversion price equal to $0.60 (subject to appropriate adjustment to reflect any stock split, stock dividend, reverse stock split or similar corporate event affecting the Common Stock) (all such shares into which the Note is converted into, the “Conversion Shares”). Upon any conversion election made in accordance with this Section 4, the Company shall authorize and approve, and make all filings necessary, to amend its certificate of incorporation as may be required to increase the number of authorized shares of Common Stock to enable it to comply herewith. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall issue one whole share of Common Stock.

Conversion Rights. The Series A Preferred Units are not convertible into or exchangeable for any other property or securities of the Partnership, except as provided in the Partnership Agreement and in this Section 6. In the event that any share of Series A Preferred Stock is converted into shares of any class of Common Stock pursuant to the provisions of Section 6 of the Articles Supplementary, the Partnership shall convert, on the date of such conversion, an equal number of Series A Preferred Units held by the General Partner into Common Units at the same conversion rate at which such shares of Series A Preferred Stock is convertible into such class of Common Stock. Any conversion pursuant to this Section 6 shall be effective as of the close of business on the date of conversion.

Currency Conversion. All amounts due to be paid to UABRF pursuant to this Agreement shall be made in United States dollars. Any and all amounts received by the Licensee or generated in foreign currency shall be converted into United States dollars at the official rate of exchange from such currency to United States dollars at the rate quoted in the Wall Street Journal (United States edition) for the last business day of the calendar quarter in which running royalties are due and payable to UABRF or on a business day no earlier than ​ before payment is made to UABRF.

Conversion Election. Lenders may jointly elect at any time and from time to time after the Second Amendment Effective Date prior to the payment in full of the Loans to convert any portion of the principal amount of the Loans then outstanding (the “Conversion Amount”) into shares of Common Stock (“Conversion Shares”) at the Conversion Price pursuant to a Conversion Election Notice, to be delivered at the direction of Lenders by the Administrative Agent to Borrower Representative; provided that the aggregate principal amount converted into Common Stock in accordance with this Section 2.2(e) shall not exceed $3,000,000. A Conversion Election Notice, once delivered, shall be irrevocable unless otherwise agreed in writing by Borrower Representative. On the third trading day after a Conversion Election Notice has been duly delivered in accordance with the foregoing, Borrower Representative shall deliver to each Designated Holder a number of Conversion Shares equal to # the Conversion Amount indicated in the applicable Conversion Election Notice divided by # Conversion Price.

Conversion Date. The Initial Commitment of the Initial Lenders shall be automatically and permanently reduced to $0 on the Conversion Date.

Conversion Privilege. Each of the Lenders, at its option, following the occurrence of the Closing Date, shall have the right to convert at any time any portion of its then outstanding Term Commitments and all accrued and unpaid interest thereon into shares of Common Stock of the Borrower at the Conversion Price, as defined below.

Notice. All notices and other communications under this Agreement shall # be in writing (which shall include communications by telecopy), # be # sent by registered or certified mail, postage prepaid, return receipt requested, by facsimile, or # delivered by hand, # be given at the following respective addresses and facsimile numbers and to the attention of the following persons:

NOTICE. Whenever either party desires or is required to give notice unto the other, it must be given by written notice, and either delivered personally, transmitted via facsimile transmission, mailed postage prepaid, or sent by overnight courier to the appropriate address indicated on the first page of this Agreement, or such other address as is designated in writing by a party to this Agreement.