CONVERSION PROCEDURES. In order to convert any Conversion Amount into applicable shares of Common Stock pursuant to Section 3 above, the Holder shall # deliver an executed notice of conversion, in the form attached hereto as Exhibit I (the “Conversion Notice”), and # surrender this Note to a nationally recognized overnight delivery service for delivery (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 11), in each case, to the Chief Financial Officer of the Company in accordance with Section 20. On or before the first (1st) trading day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or email an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3rd) trading day following the date of receipt of a Conversion Notice, the Company shall cause the Transfer Agent to issue and deliver the Conversion Shares by means of delivery of book entry shares to the account of the Holder or to the account of the securities intermediary of the Holder for the benefit of the Holder, in each case, as specified in the Conversion Notice bearing restrictive legends referring to applicable securities laws, for the number of Conversion Shares to which the Holder shall be entitled. If this Note is physically surrendered for conversion pursuant to this Section 4 and the then-outstanding Principal of this Note is greater than the portion of the Principal being converted, then the Company shall as soon as practicable and in no event later than three (3) business days after receipt of this Note and at its own expense, issue and deliver to the Holder (or its designee) a new Note representing the outstanding Principal not converted. The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. Notwithstanding the foregoing, any Conversion Shares issuable in connection with a Change of Control Conversion shall be issued within three (3) business days following the actual effective date of the Change of Control.