Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, Holder agrees to acquire from the Company the number of shares of Series E Preferred Stock set forth on the Holder’s signature page to this Agreement in exchange for and in consideration of all of such Holder’s rights, title and interest in and to the 28,000 shares of Series B Preferred Stock owned by the Holder. In accordance with the terms and conditions of this Agreement, Holder shall deliver and surrender to the Company at its principal offices for cancellation certificates representing all of the shares of Series B Preferred Stock owned by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a certificate representing such number of shares of Series E Preferred Stock set forth on the 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 shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree.
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