Common use of Exchange and Satisfaction Clause in Contracts

Exchange and Satisfaction. The Obligations will be exchanged for the Securities and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement: (a) Within three (3) business days of the Effective Date, the Company shall issue 15,688 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Creditor (the “Initial Shares”) to the Creditor. The Initial Shares shall bear a customary restrictive legend as further contemplated by Section 5 until such time as the Initial Shares are registered for resale, as contemplated by Section 6. (b) If the Market Value (as defined below) is less than $27,000.00 (the “Aggregate Value”) as of the date on which the Initial Shares are deposited into the brokerage account of Debtor (the “Make-Whole Date”), then the Company shall within two (2) business days of the Creditor’s request, issue additional shares of the Company’s common stock to Creditor, equal to the Aggregate Value divided by the Make-Whole Price (as defined below), minus the number of Initial Shares (the result of which shall be referred to herein in the aggregate as the “Additional Shares”) (the Initial Shares and Additional Shares shall collectively be referred to herein as the “Securities”). (c) Market Value shall mean the number of Initial Shares multiplied by the Make-Whole Price. The Make-Whole Price shall mean the average of the volume weighted average closing prices of the Company’s common stock during the seven (7) trading days prior to the Make-Whole Date. (d) The number of Initial Shares utilized in all of the calculations with respect to the Additional Shares shall be subject to equitable adjustments for stock splits effectuated by the Company with respect to the Common Stock. (e) The Securities shall be deemed earned in full as of the date of this Agreement. The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Creditor be entitled to receive shares of the Company’s common stock in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding at the time of the respective calculation hereunder. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, if Additional Shares are required to be issued pursuant to this Agreement, such shares shall be issued in accordance with such Beneficial Ownership Limitation, and in successive tranches if required to comply with such beneficial ownership limitations (each an “Additional Tranche”). If applicable, the Company shall issue each Additional Tranche within two (2) business days of the request by Creditor.

Exchange and Satisfaction. The Obligations will be exchanged for the Securities and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement: (a) Within three (3) business days of the Effective Date, the Company shall issue 15,688 18,182 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Creditor (the “Initial Shares”) to the Creditor. The Initial Shares shall bear a customary restrictive legend as further contemplated by Section 5 until such time as the Initial Shares are registered for resale, as contemplated by Section 6. (b) If the Market Value (as defined below) is less than $27,000.00 60,000.00 (the “Aggregate Value”) as of the date on which the Initial Shares are deposited into the brokerage account of Debtor (the “Make-Whole Date”), then the Company shall within two (2) business days of the Creditor’s request, issue additional shares of the Company’s common stock to Creditor, equal to the Aggregate Value divided by the Make-Whole Price (as defined below), minus the number of Initial Shares (the result of which shall be referred to herein in the aggregate as the “Additional Shares”) (the Initial Shares and Additional Shares shall collectively be referred to herein as the “Securities”). (c) Market Value shall mean the number of Initial Shares multiplied by the Make-Whole Price. The Make-Whole Price shall mean the average of the volume weighted average closing prices of the Company’s common stock during the seven (7) trading days prior to the Make-Whole Date. (d) The number of Initial Shares utilized in all of the calculations with respect to the Additional Shares shall be subject to equitable adjustments for stock splits effectuated by the Company with respect to the Common Stock. (e) The Securities shall be deemed earned in full as of the date of this Agreement. The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Creditor be entitled to receive shares of the Company’s common stock in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding at the time of the respective calculation hereunder. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, if Additional Shares are required to be issued pursuant to this Agreement, such shares shall be issued in accordance with such Beneficial Ownership Limitation, and in successive tranches if required to comply with such beneficial ownership limitations (each an “Additional Tranche”). If applicable, the Company shall issue each Additional Tranche within two (2) business days of the request by Creditor.

Exchange and Satisfaction. The Obligations will be exchanged for the Securities and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement: (a) a. Within three (3) business days of the Effective Date, the Company shall issue 15,688 5,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Creditor stock (the “Initial Shares”) to the CreditorLxxxx Xxxxxxx. The Initial Shares shall bear a customary restrictive legend as further contemplated by Section 5 until such time as the Initial Shares are registered for resale, as contemplated by Section 67 of this Agreement. (b) b. If the Market Value (as defined below) is less than $27,000.00 55,000.00 (the “Aggregate Value”) as of on the date on which is six (6) calendar months from the Initial Shares are deposited into the brokerage account date of Debtor this Agreement (the “Make-Whole Date”), then the Company shall within two (2) business days of the CreditorFirm’s request, issue additional shares of the Company’s common stock to CreditorLxxxx Xxxxxxx, equal to the Aggregate Value divided by the Make-Whole Price (as defined below), minus the number of Initial Shares (the result of which shall be referred to herein in the aggregate as the “Additional Shares”) (the Initial Shares and Additional Shares shall collectively be referred to herein as the “Securities”). (c) c. Market Value shall mean the number of Initial Shares multiplied by the Make-Whole Price. The Make-Whole Price shall mean the average of the volume weighted average closing prices of the Company’s common stock during the seven (7) trading days prior to the Make-Whole Date. (d) d. The number of Initial Shares utilized in all of the calculations with respect to the Additional Shares shall be subject to equitable adjustments for stock splits effectuated by the Company with respect to the Common Stock. (e) e. The Securities shall be deemed earned in full as of the date of this Agreement. The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Creditor Firm or Lxxxx Xxxxxxx be entitled to receive shares of the Company’s common stock in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding at the time of the respective calculation hereunder. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, if Additional Shares are required to be issued pursuant to this Agreement, such shares shall be issued in accordance with such Beneficial Ownership Limitation, and in successive tranches if required to comply with such beneficial ownership limitations (each an “Additional Tranche”). If applicable, the Company shall issue each Additional Tranche within two (2) business days of the request by CreditorFirm.

Exchange and Satisfaction. The Obligations will be exchanged for the Securities and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement: (a) a. Within three (3) business days of the Effective Date, the Company shall issue 15,688 25,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Creditor stock (the “Initial Shares”) to the CreditorLxxxx Xxxxxxx. The Initial Shares shall bear a customary restrictive legend as further contemplated by Section 5 until such time as the Initial Shares are registered for resale, as contemplated by Section 67 of this Agreement. (b) b. If the Market Value (as defined below) is less than $27,000.00 37,500.00 (the “Aggregate Value”) as of on the date on which is six (6) calendar months from the Initial Shares are deposited into the brokerage account date of Debtor this Agreement (the “Make-Whole Date”), then the Company shall within two (2) business days of the CreditorFirm’s request, issue additional shares of the Company’s common stock to CreditorLxxxx Xxxxxxx, equal to the Aggregate Value divided by the Make-Whole Price (as defined below), minus the number of Initial Shares (the result of which shall be referred to herein in the aggregate as the “Additional Shares”) (the Initial Shares and Additional Shares shall collectively be referred to herein as the “Securities”). (c) c. Market Value shall mean the number of Initial Shares multiplied by the Make-Whole Price. The Make-Whole Price shall mean the average of the volume weighted average closing prices of the Company’s common stock during the seven (7) trading days prior to the Make-Whole Date. (d) d. The number of Initial Shares utilized in all of the calculations with respect to the Additional Shares shall be subject to equitable adjustments for stock splits effectuated by the Company with respect to the Common Stock. (e) e. The Securities shall be deemed earned in full as of the date of this Agreement. The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Creditor Firm be entitled to receive shares of the Company’s common stock in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding at the time of the respective calculation hereunder. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, if Additional Shares are required to be issued pursuant to this Agreement, such shares shall be issued in accordance with such Beneficial Ownership Limitation, and in successive tranches if required to comply with such beneficial ownership limitations (each an “Additional Tranche”). If applicable, the Company shall issue each Additional Tranche within two (2) business days of the request by CreditorFirm.

Exchange and Satisfaction. The Obligations will be exchanged for the Securities and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement: (a) a. Within three (3) business days of the Effective Date, the Company shall issue 15,688 10,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to the Creditor stock (the “Initial Shares”) to the CreditorLxxxx Xxxxxxx. The Initial Shares shall bear a customary restrictive legend as further contemplated by Section 5 until such time as the Initial Shares are registered for resale, as contemplated by Section 67 of this Agreement. (b) b. If the Market Value (as defined below) is less than $27,000.00 100,000.00 (the “Aggregate Value”) as of on the date on which the Initial Shares such securities are deposited into the a brokerage account of Debtor and accepted as freely tradeable (the “Make-Whole Date”), then the Company shall within two (2) business days of the Creditor’s Lxxxx Xxxxxxx’x request, issue additional shares of the Company’s common stock to CreditorLxxxx Xxxxxxx, equal to the Aggregate Value divided by the Make-Whole Price (as defined below), minus the number of Initial Shares (the result of which shall be referred to herein in the aggregate as the “Additional Shares”) (the Initial Shares and Additional Shares shall collectively be referred to herein as the “Securities”). In addition, if on a date six months from the date of issuance, Lxxxx Xxxxxxx has been unable to sell the Securities for $100,000, the Company shall issue Additional Shares calculated as the Aggregate value, minus the number of Initial Shares and Additional Shares issued up to that date, to Lxxxx Xxxxxxx. (c) c. Market Value shall mean the number of Initial Shares multiplied by the Make-Whole Price. The Make-Whole Price shall mean the average of the volume weighted average closing prices of the Company’s common stock during the seven (7) trading days prior to the Make-Whole Date. (d) d. The number of Initial Shares utilized in all of the calculations with respect to the Additional Shares shall be subject to equitable adjustments for stock splits effectuated by the Company with respect to the Common Stock. (e) e. The Securities shall be deemed earned in full as of the date of this Agreement. The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Creditor Lxxxx Xxxxxxx be entitled to receive shares of the Company’s common stock in excess of the Beneficial Ownership Limitation (as defined below). The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding at the time of the respective calculation hereunder. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Accordingly, if Additional Shares are required to be issued pursuant to this Agreement, such shares shall be issued in accordance with such Beneficial Ownership Limitation, and in successive tranches if required to comply with such beneficial ownership limitations (each an “Additional Tranche”). If applicable, the Company shall issue each Additional Tranche within two (2) business days of the request by CreditorFirm.