Common use of Delivery and Closing Clause in Contracts

Delivery and Closing. Upon execution and delivery of this Agreement, a) the Company shall execute and deliver to Lender that certain 6.00% Secured Promissory Note having an original principal balance of $3,000,000.00 and in the form of Exhibit “C” attached hereto (the “Amended Note”); and b) Vicis shall transfer and assign to the Company, and the Company shall accept and redeem from Vicis, all right, title and interest in and to the Existing Preferred Stock, the Common Stock, and the Existing Warrants, free and clear of any liens, charges, restrictions or encumbrances of any kind; and c) Vicis shall transfer and surrender to the Company, free and clear of any liens, charges, restrictions or encumbrances of any kind, for cancellation of all right, title and interest in and to the Existing Debentures, including cancellation of all accrued and unpaid interest.

Delivery and Closing. Upon execution and delivery of this Agreement, a) the Company shall execute and deliver to Lender that certain 6.00% Secured Promissory Note having an original principal balance of $3,000,000.00 and in the form of Exhibit “C” attached hereto (the “Amended Note”); and b) Vicis shall transfer and assign to the Company, and the Company shall accept and redeem from Vicis, all right, title and interest in and to the Existing Preferred Stock, the Common Stock, and the Existing Warrants, free and clear of any liens, charges, restrictions or encumbrances of any kind; and c) Vicis shall transfer and surrender to the CompanyCompany for cancellation all right, title and interest in and to the Existing Debentures, free and clear of any liens, charges, restrictions or encumbrances of any kind, for cancellation of all right, title and interest in and to the Existing Debentures, including cancellation of all accrued and unpaid interest.