Common use of Securities Exchange Clause in Contracts

Securities Exchange. (a) Upon the following terms and subject to the conditions contained herein, the Holders agree to deliver to the Company the shares of Series A-2 Preferred Stock listed opposite such Holder’s name on Exhibit A. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the delivered shares of Series A-2 Preferred Stock shall either be exchanged for validly issued, fully paid and non-assessable shares of Series B Preferred Stock or Common Stock. (b) The closing under this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). (c) At the Closing, the Holders shall deliver to the Company for cancellation the shares of Series A-2 Preferred Stock, or an indemnification undertaking with respect to such shares of Series A-2 Preferred Stock in the event of the loss, theft or destruction of such shares of Series A-2 Preferred Stock. At the Closing, the Company shall issue to the Holders the Series B Preferred Stock or Common Stock, each in the amounts set forth on Exhibit A attached hereto.

Securities Exchange. (a) Upon the following terms and subject to the conditions contained herein, the Holders agree to deliver to the Company the shares of Series A-1 Preferred Stock in exchange for the Series A-2 Preferred Stock listed opposite such Holder’s name on Exhibit A. Stock. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the delivered shares of Series A-2 A-1 Preferred Stock shall either be exchanged for on a one-for-one basis into validly issued, fully paid and non-assessable shares of Series B A-2 Preferred Stock or Common Stock. (b) The closing under this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the satisfaction of each of the conditions set forth in Sections 4 5 and 5 6 hereof (the “Closing Date”). (c) At the Closing, the Holders shall deliver to the Company for cancellation the shares of Series A-2 A-1 Preferred Stock, or an indemnification undertaking with respect to such shares of Series A-2 A-1 Preferred Stock in the event of the loss, theft or destruction of such shares of Series A-2 A-1 Preferred Stock. At the Closing, the Company shall issue to the Holders the Series B A-2 Preferred Stock or Common Stock, each in the amounts set forth on Exhibit A attached hereto.