Common use of Exchange of Loan Obligation Clause in Contracts

Exchange of Loan Obligation. All or any portion of the then outstanding principal of this Note ("Exchanged Amount") may be exchanged for shares of Borrower's common stock ("Shares") at the election of the Lender at any time prior to the Maturity Date by Lender giving written notice to Borrower in the form attached as Annex A. In exchange for the Exchanged Amount so exchanged, Lender shall receive a number of Shares equal to the Exchanged Amount divided by the Exchange Price. The Exchange Price shall be equal to the volume-weighted average closing price of the Borrower's common stock for the 20 trading days immediately prior to the date of notice by Lender Date (the "Exchange Date") as reported on the NASD OTCBB, Pinksheets, or other market where Borrower's common stock is then quoted for trading multiplied by 0.8, provided that in the event no such quoted market exists, the Exchange Price shall be determined according to an independent appraisal ratified by the disinterested members of the Borrower's board of directors, or if there are no disinterested members then the board acting unanimously. An election made by the Lender to exchange amounts owed hereunder for Shares cannot be revoked by Lender without the written consent of Borrower. The Borrower shall issue and deliver to the Lender the Shares within 5 business days of receiving notice from Lender. Should such Notice of Conversion represent all of the remaining obligations due hereunder, Lender shall deliver to Borrower the original Note marked "paid in full."

Exchange of Loan Obligation. All or any portion of the then outstanding principal of this Note Principal ("Exchanged Amount") may be exchanged for shares of Borrower's common stock ("Shares") at the election of the either Lender or Borrower at any time prior to the Maturity Date by Lender giving written notice to Borrower in the form attached as Annex A. A (a "Notice of Conversion"), subject to the limitations set forth in Section 1(d) below (a "Conversion"). In exchange return for the Exchanged Amount so exchanged, Lender shall receive a number of Shares equal to the Exchanged Amount divided by the Exchange Price. The Exchange Price shall be equal to the lesser of (x) 80% of the volume-weighted average closing price of the Borrower's common stock for the 20 twenty (20) trading days immediately prior to the date of notice by Lender Date the Notice of Conversion (the "Exchange Date") as reported on the NASD OTCBB, Pinksheets, or other market where Borrower's common stock is the Shares are then quoted for trading multiplied by 0.8, provided that in the event no such quoted market exists, the Exchange Price shall be determined according to an appraisal of fair market value conducted by a mutually-agreed independent appraisal appraiser, and ratified by the disinterested members of the Borrower's board of directors, directors or if there are no disinterested members then the board acting unanimously; and (y) $0.14 (which shall be adjusted proportionately or as appropriate in the event of any stock split, recapitalization, stock dividend or other similar transaction). An election made by the Lender to exchange amounts owed hereunder for Shares cannot be revoked by Lender without the written consent of Borrowerthe other party. The Borrower shall issue and deliver to the Lender the Shares by DWAC within 5 not more than one (1) business days day of receiving notice from Lender. Should such Notice of Conversion represent all of the remaining obligations due hereunder, Lender shall deliver to Borrower the original Note marked "paid in full."

Exchange of Loan Obligation. All or any portion of the then outstanding principal and accrued interest of this the Note ("“Exchanged Amount") ”), may be exchanged for shares of Borrower's common stock ("Shares") Units at the election of the Lender at any time prior to the Maturity Date Date, as defined in the Note, by Lender Xxxxxx giving written notice to Borrower in specifying the form attached as Annex A. date of exchange (the “Exchange Date”) not less than 30 days nor more than 60 days prior to Exchange Date. In exchange for each $1 of the Exchanged Amount so exchanged, Lender shall receive a number of Shares Units equal to the Exchanged Amount divided by the Exchange Price. The Exchange Price shall be equal to the volume-weighted average closing price of the Borrower's ’s common stock for the 20 trading days immediately prior to the date of notice by Lender Exchange Date (the "Exchange Date") as reported on the NASD OTCBB, Pinksheets, or other market where Borrower's Xxxxxxxx’s common stock is then quoted for trading multiplied by 0.8trading, provided that in the event no such quoted market exists, the Exchange Price shall be determined according to an independent appraisal ratified by the disinterested members of the Borrower's ’s board of directors. Each Unit is composed of one share of Borrower’s common stock and one warrant to purchase one share of Borrower’s voting common stock in the form attached hereto as Exhibit C (“Warrant”). The Warrant Price, or if there are no disinterested members then as defined in the board acting unanimouslyWarrant, shall be equal to the Exchange Price multiplied by 1.5. An election made by the Lender to exchange amounts owed hereunder the Loan Obligation for Shares Units cannot be revoked by Lender Xxxxxx without the written consent of BorrowerXxxxxxxx. The Both the Note and the Warrant include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares On an Exchange Date the Lender shall deliver to the Borrower the Notice of Conversion in the form attached hereto as Annex A and the Borrower shall issue and deliver to the Lender the Shares within 5 business days of receiving notice from LenderUnits. Should such Notice of Conversion represent all of the remaining obligations due hereunderLoan Obligations, Lender Xxxxxx shall deliver to Borrower the original Note and all other instruments evidencing the Loan Obligation to the Borrower marked "“paid in full."”

Exchange of Loan Obligation. All or any portion of the then outstanding principal and accrued interest of this the Secured Revolving Credit Note ("“Exchanged Amount") ”), may be exchanged for shares of Borrower's common stock ("Shares") Units at the election of the Lender at any time prior to the Maturity Date Date, as defined in the Secured Revolving Credit Note, by Lender giving written notice to Borrower in specifying the form attached as Annex A. date of exchange (the “Exchange Date”) not less than 30 days nor more than 60 days prior to Exchange Date. In exchange for each $1 of the Exchanged Amount so exchanged, Lender shall receive a number of Shares Units equal to the Exchanged Amount divided by the Exchange Price. The Exchange Price shall be equal to the volume-weighted average closing price of the Borrower's ’s common stock for the 20 trading days immediately prior to the date of notice by Lender Exchange Date (the "Exchange Date") as reported on the NASD OTCBB, Pinksheets, or other market where Borrower's ’s common stock is then quoted for trading multiplied by 0.8trading, provided that in the event no such quoted market exists, the Exchange Price shall be determined according to an independent appraisal ratified by the disinterested members of the Borrower's ’s board of directors. Each Unit is composed of one share of Borrower’s common stock and one warrant to purchase one share of Borrower’s voting common stock in the form attached hereto as Exhibit B (“Warrant”). The Warrant Price, or if there are no disinterested members then as defined in the board acting unanimouslyWarrant, shall be equal to the Exchange Price multiplied by 1.5. An election made by the Lender to exchange amounts owed hereunder the Loan Obligation for Shares Units cannot be revoked by Lender without the written consent of Borrower. The Borrower shall issue and deliver to the Lender the Shares within 5 business days of receiving notice from Lender. Should such Notice of Conversion represent all of the remaining obligations due hereunder, Lender shall deliver to Borrower the original Note marked "paid in full."

Exchange of Loan Obligation. All or any portion of the then outstanding principal and accrued interest of this the Note ("“Exchanged Amount") ”), may be exchanged for shares of Borrower's common stock ("Shares") Units at the election of the Lender at any time prior to the Maturity Date Date, as defined in the Note, by Lender Xxxxxx giving written notice to Borrower in specifying the form attached as Annex A. date of exchange (the “Exchange Date”) not less than 30 days nor more than 60 days prior to Exchange Date. In exchange for each $1 of the Exchanged Amount so exchanged, Lender shall receive a number of Shares Units equal to the Exchanged Amount divided by the Exchange Price. The Exchange Price shall be equal to the volume-volume- weighted average closing price of the Borrower's ’s common stock for the 20 trading days immediately prior to the date of notice by Lender Exchange Date (the "Exchange Date") as reported on the NASD NASDAQ, OTCBB, Pinksheets, or other market where Borrower's ’s common stock is then quoted for trading multiplied by 0.8trading, provided that in the event no such quoted market exists, the Exchange Price shall be determined according to an independent appraisal ratified by the disinterested members of the Borrower's ’s board of directors. Each Unit is composed of one share of Borrower’s common stock and one warrant to purchase one share of Borrower’s voting common stock in the form attached hereto as Exhibit C (“Warrant”). The Warrant Price, or if there are no disinterested members then as defined in the board acting unanimouslyWarrant, shall be equal to the Exchange Price multiplied by 1.5. An election made by the Lender to exchange amounts owed hereunder the Loan Obligation for Shares Units cannot be revoked by Lender Xxxxxx without the written consent of BorrowerXxxxxxxx. Both the Note and the Warrant include a cashless exercise feature enabling conversion into unregistered shares (“Shares”) of common stock of VGLS based on the spread between the warrant exercise price and the then-trading value of the underlying VGLS Shares On an Exchange Date the Lender shall deliver to the Borrower the Notice of Conversion in the form attached hereto as Annex A and the Borrower shall issue and deliver to the Lender the Units. Should such Notice of Conversion represent all of the remaining Loan Obligations, Xxxxxx shall deliver to Borrower the Note and all other instruments evidencing the Loan Obligation to the Borrower marked “paid in full.” An election made to exchange amounts owed hereunder for Xxxxxx cannot be revoked without the written consent of the other party. The Borrower shall issue and deliver to the Lender the Shares within 5 not more than one (1) business days day of receiving notice from Lender. Should such Notice of Conversion represent all of the remaining obligations due hereunder, Lender Xxxxxx shall deliver to Borrower the original Note marked "“paid in full."”