Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. At closing, Holder shall deliver a duly executed copy of this Agreement acknowledging his or its irrevocable waiver of all of the anti-dilution adjustment provisions of the Unit Purchase Agreement, including Section 6.13.1 of the Unit Purchase Agreement and the 2013 B Warrant representing the Exchange Securities to the Company and the Company shall deliver to such Holder a certificate evidencing the Common Stock and the new Warrant, constituting the Securities, in the name of the Holder and in the amounts as indicated on Column 3 of Schedule A annexed hereto. Upon closing, any and all obligations of the Company to Holder under the Exchange Securities shall be fully satisfied, the certificates evidencing the Exchange Securities shall be cancelled and Holder will have no remaining rights, powers, privileges, remedies or interests under the Exchange Securities.