At Closing hereunder Clause Samples

At Closing hereunder. A) Holders shall perform or cause to be performed the following: (i) Other Holders will execute and deliver to the Company: (a) the originals of their A&R Notes marked "Paid in Full"; (b) the Termination of Warrants in the form annexed hereto as Exhibit 1 ("Warrant Termination") terminating all Warrants of Other Holders with the original Warrant; (c) a general release ("General Release") in favor of the Company in the form of Exhibit 2(a) attached hereto; and (d) termination of the rights of Other Holders under the guarantee dated April 8, 2009 by Grantors in the form of Exhibit 3 attached hereto. (ii) Smithfield will execute and deliver to the Company: (a) the original of the A&R Note marked "Paid in Full"; (b) an Assignment, in the form of Exhibit 4 annexed hereto, of its 2008 Note with the original 2008 Note attached thereto, assigning the 2008 Note to the assignees designated by the Company; (c) a Warrant Termination for all its Series B-1 and Series B-2 Warrants with the original warrants attached; (d) an Amendment to Series A Warrant ("Warrant Amendment") in the form annexed hereto as Exhibit 5, with the Series A Warrant affixed thereto, reducing the maximum number of shares of Company stock issuable thereunder to 2,183,000 shares, amending the exercise price to $0.15 per share and making certain other modifications thereto; (e) an Assignment, as Collateral Agent thereunder, in the form of Exhibit 6 attached hereto of all its rights in and under the Security Agreement to Company's designee together with Forms UCC-3s assigning its rights as Collateral Agent under existing filed Forms UCC-1 to such designee; (f) an Assignment, in the form of Exhibit 7 attached hereto, of the Guaranty by Grantors in favor of Smithfield to the assignees of the 2008 Note; and (g) a General Release, exclusive of the Series A Warrant, as amended by the Warrant Amendment in the form of Exhibit 2(b). B) The Company shall take or cause the following actions to be taken: (i) Delivery, by wire transfer to Smithfield, as agent for all Holders, the sum of $3,000,000.