Common use of Note Exchange Clause in Contracts

Note Exchange. 1.1 The Lender hereby exchanges the Loan Contract for the convertible promissory note (the “Note”) in the form attached hereto as Exhibit B in full and complete satisfaction of all obligations of the Subsidiary under the Loan Contract. The Lender waives the payment of any accrued but unpaid interest due under the Loan Contract. Following the execution of this Agreement, the Lender shall tender the original Loan Contract to the Corporation for cancellation. The failure, however, of the Lender to deliver the original Loan Contract to the Corporation shall not effect the cancellation of all obligations thereunder as set forth herein. 1.2 The Corporation will use its reasonable best efforts to hold a special meeting of its stockholders as soon as practicable for the purpose of obtaining the consent of the holders of a majority of its issued and outstanding common stock (the “Shares”) to the conversion terms and conditions of the Note (the “Stockholder Approval”), which such meeting shall be called and held in accordance with the continued listing requirements of the Exchange and the rules and regulations of the United States Securities and Exchange Commission, including under the Exchange Act.

Note Exchange. 1.1 The Lender hereby exchanges the Loan Contract for the convertible promissory note (the “Note”) in the form attached hereto as Exhibit B in full and complete satisfaction of all obligations of the Subsidiary under the Loan Contract. The Lender waives the payment of any accrued but unpaid interest due under the Loan Contract. Following the execution of this Agreement, the Lender shall tender the original Loan Contract to the Corporation for cancellation. The failure, however, of the Lender to deliver the original Loan Contract to the Corporation shall not effect the cancellation of all obligations thereunder as set forth herein. 1.2 The Corporation will use its reasonable best efforts to hold a special meeting of its stockholders as soon as practicable for the purpose of obtaining the consent of the holders of a majority of its issued and outstanding common stock (the “Shares”) to the conversion terms and conditions of the Note (in accordance with the “Stockholder Approval”)Nevada Revised Statutes, which such meeting shall be called and held in accordance with the continued listing requirements of the Exchange and the rules and regulations of the United States Securities and Exchange Commission, including under the Exchange ActAct (the “Stockholder Approval”).