Common use of Exchange of Debt Clause in Contracts

Exchange of Debt. The parties agree that, upon the execution and delivery of this Agreement, NGH will issue JM a Convertible Promissory Note substantially in the form of Exhibit A attached hereto in the amount of NGH Debt (the "Convertible Note"). The Convertible Note shall be convertible, at the option of JM, into shares of Series A Preferred Stock of either: (i) NGH at a conversion price of $1.507 per share; or (ii) NGP at a conversion price of $1.507 per share subject to the conditions set forth in Section 2 below. In the event that JM elects to convert the Convertible Note into shares of NGH Preferred Stock the NGH Debt owed to JM shall be deemed satisfied in full with no further obligation from NGH to JM. In the event that JM elects to convert the Convertible Note into shares of NGP Preferred Stock the NGP Debt owed to NGH and the NGH Debt owed to JM shall each be deemed satisfied in full with no further obligation from NGH to JM and no further obligation from NGP to NGH. Upon execution of this Agreement and issuance of the Convertible Note, JM shall return the JM Note (or an affidavit of loss in lieu thereof) to NGH for cancellation. Nothing contained herein shall affect JM's right to receive additional fees under the JM Agreement that become due following the date of this Agreement.