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 $271,400 in cash, (B) issuance by the Company to the Holder of 407,100 Shares, (C) issuance by the Company to the Holder of the Warrant and (D) 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 $271,400 in cash, (B) to issue to the Holder 407,100 Shares, (C) to issue to the Holder the Warrant and (D) 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 $271,400 20,000 in cash, (B) issuance by the Company to the Holder of 407,100 24,000 Shares, (C) issuance by the Company to the Holder of the Warrant and (D) 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 $271,400 20,000 in cash, (B) to issue to the Holder 407,100 24,000 Shares, (C) to issue to the Holder the Warrant and (D) 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 $271,400 30,000 in cash, (B) issuance by the Company to the Holder of 407,100 36,000 Shares, (C) issuance by the Company to the Holder of the Warrant and (D) 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 $271,400 30,000 in cash, (B) to issue to the Holder 407,100 36,000 Shares, (C) to issue to the Holder the Warrant and (D) 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 $271,400 60,000 in cash, (B) issuance by the Company to the Holder of 407,100 72,000 Shares, (C) issuance by the Company to the Holder of the Warrant and (D) 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 $271,400 60,000 in cash, (B) to issue to the Holder 407,100 72,000 Shares, (C) to issue to the Holder the Warrant and (D) 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.