Each Purchaser, to the extent that such Purchaser, as set forth on the Schedule of Purchasers, is a holder of any promissory note (each a “ Note ” and collectively the “ Notes ”) of the Company being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Purchaser (a “ Noteholder ”), hereby agrees that the entire amount owed to such Purchaser under such Note is being tendered to the Company in exchange for the applicable shares of Shares set forth on the Schedule of Purchasers, and effective upon the Company’s and such Purchaser’s execution and delivery of this Agreement, without any further action required by the Company or such Purchaser, such Note and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein, notwithstanding anything to the contrary in such Note. The undersigned Noteholders further hereby agree for themselves and for the holders of all Notes issued pursuant to the Securities Purchase Agreements, dated as of April 13, 2017, by and among the Company and the purchasers listed therein (the “ Note Agreements ”), that, for the purposes of calculating any accrued interest on all such Notes issued pursuant to the terms of the Note Agreements in order to effect the conversion, interest shall stop accruing as of June 29, 2017 and the total principal and interest accrued for each Noteholder as of June 29, 2017 shall be equal to the amounts set forth on the Schedule of Purchasers hereto.