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.

Conversion Price. The Conversion Price shall be $8.76, which is equal to 2 times the average closing price of the Borrower’s Common Stock during the 30 trading days prior to the execution date of this Agreement (subject to adjustments as provided below).

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, # a number of shares of Common Stock equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and # 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: # the satisfaction of the holding period for such shares required under Rule 144, or # 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 Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in this [Section 2.9], the Converting Lender may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the outstanding Loan balance, and the interest related to the purported Converted Loan shall accrue retroactively from the Conversion Date as if no Conversion Notice was ever delivered. In the event the Converting Lender does not rescind such Conversion, for each Conversion in which Conversion Shares are not delivered on or prior to the applicable Share Delivery Date, a late fee equal to 1% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 per day (but in any event the cumulative amount of such late fees for each Conversion shall not exceed 100% of the applicable Conversion Share Value) will be assessed for each day after such Share Delivery Date until Conversion Share delivery is made in accordance with this [Section 2.9]; and such late fee will be added to the outstanding Loan balance (such fees, the “Conversion Delay Late Fees”). In addition to payment of the Conversion Delay Late Fees, and irrespective of whether Converting Lender does or does not rescind any such Conversion, Borrower shall also promptly reimburse Agent and the Converting Lender for all fees, costs and expenses incurred in connection with any failure by Borrower to deliver Conversion Shares on or prior to the applicable Share Delivery Date in accordance with this [Section 2.9]. “Conversion Share Value” shall mean the product of the number of Conversion Shares deliverable pursuant to any Conversion multiplied by the greater of # the Closing Trade Price of Borrower Common Stock on the Share Delivery Date for such Conversion and # the applicable Conversion Price. “Closing Trade Price” shall mean the last closing trade price for Borrower Common Stock on its principal market, as reported by Bloomberg L.P. (“Bloomberg”), or, if its principal market begins to operate on an extended hours basis and does not designate the closing trade price then the last bid price or last trade price, respectively, of Borrower Common Stock prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its

Conversion Price. The conversion price for the Series C Preferred Stock shall equal $0.75, subject to adjustment herein (the “Conversion Price”).

Notice. Any notice or other communication required or permitted hereunder shall be given in writing and shall be deemed given, effective, and received upon prepaid delivery in person or by courier or upon the earlier of delivery or the third business day after deposit in the United States mail if sent by certified mail, with postage and fees prepaid, addressed to the other Party at its address as shown beneath its signature in this Agreement, or to such other address as such Party may designate in writing from time to time by notice to the other Party.