Common use of Exchange and Closing Clause in Contracts

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note(s) and each Holder shall deliver and surrender to the Company at its principal offices for cancellation such Original Note(s) held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note with a maximum principal amount as set forth on such Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Notes issued in exchange for cancellation of the Original Notes shall be deemed the full and final consideration for the cancellation of such Original Notes, and notwithstanding anything to the contrary contained in the Original Notes or otherwise, the Company and Holders hereby agree that upon the Closing: (i) the Company’s obligations under the Original Notes held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Notes shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Notes which expressly survive termination). Further, the Company and Holders hereby agree that upon the Closing the Company’s obligations to Holders pursuant to any security agreements previously entered into between the Company and Holder shall be modified to include the terms and conditions of the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Each Holder further agrees that it will write “PAID IN FULL” on the original of the Original Notes surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Notes to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original Notes, it hereby authorizes the Company’s agents and officers to write such phrase on the Original Notes. In the event Holder has lost his, her or its Original Notes, or such Original Notes were lost, stolen or destroyed, Holder shall, instead of returning the Original Notes, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Notes and in which instrument the Holder acknowledges that the Original Notes are cancelled and paid in full.

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note(s) Note and each Holder shall deliver and surrender to the Company at its principal offices for cancellation such the Original Note(s) Note held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note with a maximum in the aggregate principal amount as set forth equal to the principal amount of the Original Note, plus the accrued and unpaid interest on such Holder’s signature page the Original Note up to the Business Day immediately preceding the Closing Date in the form of Exhibit A to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the transactions contemplated by this Agreement (the “Closing”) Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Notes Note issued in exchange for cancellation of the Original Notes Note shall be deemed the full and final consideration for the cancellation of such the Original NotesNote, and notwithstanding anything to the contrary contained in the Original Notes Note or otherwise, the Company and Holders Holder hereby agree that upon the Closing: (i) the Company’s obligations under the Original Notes Note held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Notes Note shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Notes Note which expressly survive termination). Further, the Company and Holders Holder hereby agree that upon the Closing the Company’s obligations to Holders Holder pursuant to any security agreements previously entered into between the Company and Holder shall be modified deemed fully satisfied and the parties’ obligations to include one another with respect to any security interests granted by the terms and conditions of Company shall be governed solely by the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Each Holder further agrees that it will write “PAID IN FULL” on the original of the Original Notes Note surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Notes Note to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original NotesNote, it hereby authorizes the Company’s agents and officers to write such phrase on the Original NotesNote. In the event Holder has lost his, her or its Original NotesNote, or such Original Notes Note were lost, stolen or destroyed, Holder shall, instead of returning the Original NotesNote, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Notes Note and in which instrument the Holder acknowledges that the Original Notes Note are cancelled and paid in full.

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note(s) Notes and each Holder shall deliver and surrender to the Company at its principal offices for cancellation such the Original Note(s) Notes held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note with a maximum in the aggregate principal amount as set forth equal to the principal amount of the Original Note, plus the accrued and unpaid interest on such Holder’s signature page the Original Notes up to the Business Day immediately preceding the Closing Date in the form of Exhibit A to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the transactions contemplated by this Agreement (the “Closing”) Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Notes Note issued in exchange for cancellation of the Original Notes shall be deemed the full and final consideration for the cancellation of such the Original Notes, and notwithstanding anything to the contrary contained in the Original Notes or otherwise, the Company and Holders Holder hereby agree that upon the Closing: (i) the Company’s obligations under the Original Notes held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Notes shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Notes which expressly survive termination). Further, the Company and Holders Holder hereby agree that upon the Closing the Company’s obligations to Holders Holder pursuant to any security agreements previously entered into between the Company and Holder shall be modified deemed fully satisfied and the parties’ obligations to include one another with respect to any security interests granted by the terms and conditions of Company shall be governed solely by the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Each Holder further agrees that it will write “PAID IN FULL” on the original of the Original Notes surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Notes to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original Notes, it hereby authorizes the Company’s agents and officers to write such phrase on the Original Notes. In the event Holder has lost his, her or its Original Notes, or such Original Notes were lost, stolen or destroyed, Holder shall, instead of returning the Original Notes, execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such Original Notes and in which instrument the Holder acknowledges that the Original Notes are cancelled and paid in full.