EXCHANGES OF EXISTING DEBT. At any time during the period (the “Exchange Period”) commencing on the date hereof and ending on April 17, 2016 (the “Outside Date”), the Company and the Creditor agree, subject to Section 1(e) below, to exchange (each, an “Exchange”) all (reduced only as set forth in Section 1(e) below) of the Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) (collectively, the “Exchange Shares”), on the terms and conditions set forth in this Section 1. Certain capitalized terms used herein are defined in Section 1(h).
EXCHANGES OF EXISTING DEBT. At any time during the period commencing on the date hereof and ending on the date no Existing Debt remains outstanding (the “Exchange Period”), the Creditor agrees, subject to Section 1(d) below, to exchange in tranches (each such tranche shall be in an amount of $148,000 or such other amount as may be mutually agreed in writing by the Company and Creditor, except that the last installment shall be reduced to equal the then remaining unexchanged Debt Amount; each, a “Tranche” and, collectively, the “Tranches”) on the date hereof with respect to the first Tranche and thereafter on the dates when the Company instructs (as described below) the Creditor to exchange other Tranches (each, an “Exchange”) all (reduced only as set forth in Section 1(d) below) of the Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) (collectively, the “Exchange Shares”), on the terms and conditions set forth in this Section 1. If, with respect to any Exchange, the Company requests that any Tranche shall be in an amount less than $148,000 by stating such lower amount in the Exchange Notice (as defined below), the Creditor shall use its good faith efforts to accommodate such request by sending the Company, within the period set forth in Section 1(c)(i) below, an acknowledgment, in the form attached hereto in Exhibit I, of receipt of such Exchange Notice to the Creditor. Certain capitalized terms used herein are defined in Section 1(g).
EXCHANGES OF EXISTING DEBT. On the date hereof, the Company and the Creditor shall exchange all of the First Tranche Debt (reduced only as set forth in Section 1(c) below) into validly issued, fully paid and non-assessable shares of Common Stock and Pre-Funded Warrants (as defined in Section 1(e) below) to the extent that the Creditor’s beneficial ownership of the Common Stock would otherwise exceed the Maximum Percentage (as defined in Section 1(e) below), on the terms and conditions set forth in this Section 1 (the “Initial Exchange”). At any time within thirty days after the Initial Exchange the Creditor and the Company shall each be entitled to issue an Exchange Notice for the exchange of all of the Second Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock (collectively with the Common Stock issued in exchange for the First Tranche Debt, the “Exchange Shares”) and Pre-Funded Warrants to the extent that the Creditor’s beneficial ownership of the Common Stock would otherwise exceed the Maximum Percentage, on the terms and conditions set forth in this Section 1 (the “Second Exchange” and each of the Initial Exchange and the Second Exchange, an “Exchange”). Certain capitalized terms used herein are defined in Section 1(h)(i).
EXCHANGES OF EXISTING DEBT. At any time during the period commencing on the date hereof and ending on February 18, 2017 or earlier upon the Creditor’s written notice to the Company that such end date shall be earlier pursuant to Section 1(h) below (the “First Tranche Pricing Period”), the Company and the Creditor shall exchange all of the First Tranche Debt (reduced only as set forth in Section 1(c) below) into validly issued, fully paid and non-assessable shares of Common Stock and Pre-Funded Warrants (as defined in Section 1(e) below) to the extent that the Creditor’s beneficial ownership of the Common Stock would otherwise exceed the Maximum Percentage (as defined in Section 1(e) below), on the terms and conditions set forth in this Section 1 (the “Initial Exchange”). At any time during the period commencing on the day after the date on which the Company has both (i) obtained shareholder approval to authorize the exchange of all of the Existing Debt for Common Stock on the terms and conditions set forth in this Agreement (the “Shareholder Approval”), and (ii) filed and had declared effective a registration statement relating to the resale, from time to time, by the Creditor of the Exchange Shares (as defined below) in accordance with Section 7(c) below (the “Registration Statement”), or, if later, the first Trading Day following the end of the First Tranche Pricing Period, and ending on the date that is seventy-five (75) days after such date or earlier upon the Creditor’s written notice to the Company that such end date shall be earlier pursuant to Section 1(h) below (the “Second Tranche Pricing Period” and each of the First Tranche Pricing Period and the Second Tranche Pricing Period, a “Pricing Period”), subject to Section 1(e) below, the Creditor shall be entitled to exchange some or all of the Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (collectively with the Common Stock issued in exchange for the First Tranche Debt, the “Exchange Shares”), on the terms and conditions set forth in this Section 1 (the “Second Exchange” and each of the Initial Exchange and the Second Exchange, an “Exchange”). Certain capitalized terms used herein are defined in Section 1(h)(i).
EXCHANGES OF EXISTING DEBT. Effective on the date hereof, the Creditor hereby delivers the Existing Debt in exchange for the contemporaneous execution and delivery of the Convertible Note, which shall be issued with an aggregate original principal amount equal to the Debt Amount, on the terms and conditions set forth in this Agreement (the “Exchange”).
