Common use of Notes Exchange Clause in Contracts

Notes Exchange. Subject to the terms and conditions set forth herein, the Company hereby agrees to issue, in reliance upon the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), $40,000,000 aggregate principal amount of the Convertible Notes (the “Exchange Notes”) to Purchaser in exchange for the $40,000,000 aggregate principal amount of Subordinated Notes beneficially owned and held by Purchaser, and Purchaser agrees to deliver to the Company such Subordinated Notes in exchange for the Exchange Notes (the “Exchange”).