Common use of Terms of the Exchange Clause in Contracts

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt Note in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such the Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share Shares shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt Note in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable shares Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each share of the Preferred Share Shares shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable shares of the Company’s Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, B annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, convertible at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, B annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt Warrant Amount and will relinquish any and all other rights he may have under the Outstanding Debt Warrant Amount in exchange for the Preferred Shares Share worth of the Settlement Warrant Amount, whereby each the Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such the Preferred Shares Share as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred SharesShare, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Outstanding Debt and will relinquish any and all other rights he may have under the Outstanding Debt in exchange for Preferred Shares worth of the Settlement Amount, whereby each share of the Preferred Share Shares shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (such Preferred Shares as converted into Common SharesStock, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.