Common use of Agreement to Exchange Clause in Contracts

Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement, (1) the Holder agrees to sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $600,000 in cash, (B) issuance by the Company to the Holder of 1,630,000 Shares and (C) payment by the Company to the Holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the “Exchange Consideration”); and (2) the Company agrees (A) to pay the Holder $600,000 in cash, (B) to issue to the Holder 1,630,000 Shares and (C) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures. The Company agrees to cancel the Debentures in full immediately after the closing.

Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement, (1) the Holder agrees to sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $600,000 775,000.00 in cash, (B) issuance by the Company to the Holder of 1,630,000 458,792 Shares and (C) payment by the Company to the Holder holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the “"Exchange Consideration”"); and (2) the Company agrees (A) to pay the Holder $600,000 775,000.00 in cash, (B) to issue to the Holder 1,630,000 458,792 Shares and (C) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures. The Company agrees to cancel the Debentures in full immediately after the closing.

Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement, (1) the Holder agrees to sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $600,000 300,000 in cash, (B) issuance by the Company to the Holder of 1,630,000 525,000 Shares and (C) payment by the Company to the Holder holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the “Exchange Consideration”); and (2) the Company agrees (A) to pay the Holder $600,000 300,000 in cash, (B) to issue to the Holder 1,630,000 525,000 Shares and (C) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures. The Company agrees to cancel the Debentures in full immediately after the closing.

Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement, (1) the Holder agrees to sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $600,000 1,371,750.00 in cash, (B) issuance by the Company to the Holder of 1,630,000 812,062 Shares and (C) payment by the Company to the Holder holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the “"Exchange Consideration”"); and (2) the Company agrees (A) to pay the Holder $600,000 1,371,750.00 in cash, (B) to issue to the Holder 1,630,000 812,062 Shares and (C) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures. The Company agrees to cancel the Debentures in full immediately after the closing.